ATYR PHARMA, INC. (NASDAQ:LIFE) Files An 8-K Entry into a Material Definitive Agreement
Item 8.01 Entry into a Material Definitive Agreement.
On April 10, 2019, aTyr Pharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, The Federated Kaufmann Small Cap Fund, and with Paul Schimmel, Ph.D., a director of the Company, relating to the issuance and sale of 9,242,143 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).The shares of Common Stock will be sold in a registered direct offering at a purchase price of $0.541 per share for gross proceeds of approximately $5.0million. Upon consummation of the offering, 45,742,332 shares of Common Stock will be outstanding. The Company expects to use the proceeds from the financing primarily to advance its ATYR1923 therapeutic program and for general corporate purposes.The closing of the offering is expected to take place on April 12, 2019, subject to the satisfaction of customary closing conditions. The Purchase Agreement is attached as Exhibit 10.1 hereto, and is incorporated herein by reference.
The Purchase Agreement contains customary representations, warranties, and agreements by the Company, and customary indemnification and other obligations of the Company and the investors.
The common stock will be issued to a prospectus supplement which was filed with the Securities and Exchange Commission, in connection with a shelf takedown from the Company’s registration statement on Form S-3 (File No.333-211998) which became effective on June 22, 2016. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
On April 11, 2019, the Company issued a press release announcing the offering. A copy of the press release is attached as Exhibit99.1 hereto and is incorporated herein by reference.
The Purchase Agreement is attached hereto as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 hereto.
Item 8.01 Other Information.
On April 10, 2019, the Company delivered written notice to Cowen and Company, LLC (“Cowen”) that it was suspending and terminating the prospectus supplement related to the Company’s Common Stock, to the terms of the Sales Agreement (the “ATM Prospectus Supplement”), dated June 13, 2016 (the “Sales Agreement”), by and between the Company and Cowen. The Company will not make any sales of its securities to the Sales Agreement, unless and until a new prospectus supplement is filed. Other than the termination of the ATM Prospectus Supplement, the Sales Agreement remains in full force and effect.
A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on FormS-3(333-211998)filed with the Securities and Exchange Commission on June 13, 2016.
Item 8.01 Financial Statements and Exhibits.
(d)Exhibits
aTYR PHARMA INC Exhibit
EX-5.1 2 life-ex51_8.htm EX-5.1 life-ex51_8.htm Exhibit 5.1 April 10,…
To view the full exhibit click here
About ATYR PHARMA, INC. (NASDAQ:LIFE)
aTyr Pharma, Inc. is a clinical-stage biotherapeutics company. The Company is engaged in the discovery and clinical development of medicines for patients suffering from severe, rare diseases using its Physiocrine biology, a discovered set of physiological modulators. The Company focuses on the development of Physiocrine-based therapeutics for the treatment of rare diseases, including facioscapulohumeral muscular dystrophy (FSHD) and limb-girdle muscular dystrophy (LGMD) 2B. The Company is developing Resolaris, an intravenous protein therapeutic for the treatment of rare myopathies with an immune component (RMICs). The Company is investigating Resolaris in patients with LGMD2B. The Company is conducting approximately three open label trials in patients with early onset FSHD, in adult patients with FSHD or LGMD2B and a long-term extension study in adult patients with FSHD. The Company has not generated any revenues.