Arena Pharmaceuticals, Inc. (NASDAQ:ARNA) Files An 8-K Other Events
Item8.01 Other Events.
On April17, 2017, we entered into an underwriting agreement (the
Underwriting Agreement) with Citigroup Global Markets Inc. and
Leerink Partners LLC (collectively, the Underwriters), relating
to the issuance and sale in a public offering of 60,000,000
shares of our common stock, par value $0.0001 per share. The
price to the public in the offering is $1.15 per share and the
Underwriters have agreed to purchase the shares from us to the
Underwriting Agreement at a price of $1.081 per share. The net
proceeds to us from the offering are expected to be approximately
$64.8million, after deducting the underwriting discounts and
commissions and offering expenses payable by us. The closing of
the offering is expected to occur on April21, 2017, subject to
customary closing conditions. In addition, we granted the
Underwriters a 30-day option to purchase up to 9,000,000
additional shares of our common stock. We anticipate using the
net proceeds from the offering for clinical and preclinical
development of drug candidates, for general corporate purposes,
including working capital and costs associated with manufacturing
services, and for capital expenditures.
The Underwriting Agreement contains customary representations,
warranties and agreements by us, customary conditions to closing,
indemnification obligations of Arena and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by such parties.
The offering is being made to our effective registration
statement on Form S-3 (Registration Statement No.333-212011) previously
filed with the Securities and Exchange Commission (SEC) and a
prospectus supplement thereunder. A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this report, and the
foregoing description of the terms of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety
by reference to such exhibit. A copy of the opinion of Cooley LLP
relating to the legality of the issuance and sale of the shares
in the offering is attached as Exhibit 5.1 hereto.
On April17, 2017,
we issued a press release announcing the offering, and on
April17, 2017, we issued a press release announcing that we had
priced the offering. Copies of the press releases are attached as
Exhibits 99.1 and99.2 hereto, respectively.
Forward-Looking
Statements
Certain statements
contained in this report are forward-looking statements that
involve a number of risks and uncertainties. Such forward-looking
statements include, without limitation, statements about our
expectations with respect to the completion, timing and size of
the public offering; the expected net proceeds from the offering;
and our anticipated use of the net proceeds from the offering.
Words such as will, expect, may, goal, potential and similar
expressions are intended to identify forward-looking statements,
though not all forward-looking statements necessarily contain
these identifying words. For such statements, we claim the
protection of the Private Securities Litigation Reform Act of
1995. Actual events or results may differ materially from our
expectations. Factors that could cause actual results to differ
materially from the forward-looking statements include, but are
not limited to, risks and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
related to the public offering. Additional factors that could
cause actual results to differ materially from those stated or
implied by our forward-looking statements are disclosed in our
filings with the SEC, including our Annual Report on Form 10-K
for the year ended December31, 2016. These forward-looking
statements represent our judgment as of the time of this report.
We disclaim any intent or obligation to update these
forward-looking statements, other than as may be required under
applicable law.
Item9.01
Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated April17, 2017, by and among Arena Pharmaceuticals and Citigroup Global Markets Inc. and Leerink Partners LLC, as representatives of the several underwriters named therein |
|
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 99.1 |
Press Release, dated April17, 2017, titled Arena Pharmaceuticals Announces Proposed Public Offering of Common Stock |
|
| 99.2 |
Press Release, dated April17, 2017, titled Arena Pharmaceuticals Announces Pricing of Public Offering of Common Stock |
About Arena Pharmaceuticals, Inc. (NASDAQ:ARNA)
Arena Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing and commercializing small molecule drugs that target G protein-coupled receptors (GPCRs). The Company’s drug, Lorcaserin, is approved for marketing in the United States and South Korea for the indication of weight management, and is being commercialized under the brand name, BELVIQ. The Company’s drug candidates in clinical development include APD334 for autoimmune diseases, ralinepag for vascular diseases and APD371 for pain. APD334 is an orally available modulator of the sphingosine 1-phosphate subtype 1 (S1P1) receptor intended for the treatment of multiple sclerosis, psoriasis, inflammatory bowel diseases and rheumatoid arthritis. The Company’s programs under collaboration include nelotanserin for dementia-associated psychosis, temanogrel for thrombotic diseases and an undisclosed orphan GPCR for central nervous system indication(s). Arena Pharmaceuticals, Inc. (NASDAQ:ARNA) Recent Trading Information
Arena Pharmaceuticals, Inc. (NASDAQ:ARNA) closed its last trading session down -0.20 at 1.28 with 1,579,133 shares trading hands.
