AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) Files An 8-K Entry into a Material Definitive Agreement
On June 16, 2020, AVEO Pharmaceuticals, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with SVB Leerink LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters (the Underwriters), relating to an underwritten public offering (the Offering) of 8,500,000 shares (the Underwritten Shares) of the Companys common stock, par value $0.001 per share (the Common Stock). All of the Underwritten Shares are being sold by the Company. The public offering price of the Underwritten Shares is $5.25 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company to the Underwriting Agreement at a price of $4.935 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $41.6 million. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,275,000 shares of Common Stock in the Offering (the Option Shares and, together with the Underwritten Shares, the Shares) at the public offering price less the underwriting discounts and commissions. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes, including funding commercialization activities relating to tivozanib.
The Underwritten Shares and any Option Shares will be issued to a shelf registration statement on Form S-3 that was filed with the Securities Exchange Commission (SEC) on November 30, 2017 and declared effective by the SEC on December 15, 2017 (File No. 333-221837). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on June 19, 2020, subject to customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description 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 legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares is attached as Exhibit 5.1 hereto.
The full text of the press release announcing the pricing of the Offering issued by the Company on June 16, 2020 (the Press Release) is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cautionary Note regarding Forward-Looking Statements
This Current Report on Form 8-K and the Press Release attached hereto contain forward-looking statements of the Company that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K and the attached Press Release are forward-looking statements. The words anticipate, believe, estimate, expect, intend, may, plan, predict, project, target, potential, will, would, could, should, continue, contemplate, seek, look forward, advance, goal, strategy, promising, opportunity, or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, statements relating to the timing of the closing of the Offering and the intended use of proceeds therefrom. Actual results may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the Offering and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to