BELLEROPHON THERAPEUTICS,INC. (NASDAQ:BLPH) Files An 8-K Entry into a Material Definitive Agreement

BELLEROPHON THERAPEUTICS,INC. (NASDAQ:BLPH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

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Underwriting Agreement

On January 23, 2019, Bellerophon Therapeutics,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright& Co., LLC (the “Underwriter”), relating to an underwritten public offering of 10,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). All of the Firm Shares are being sold by the Company. The public offering price of the Firm Shares is $0.70 per share, and the Underwriter has agreed to purchase the Firm Shares from the Company to the Underwriting Agreement at a price of $0.651 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $6.2 million. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter an option, exercisable for 45 days, to purchase up to an additional 1,500,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions.

The Shares will be issued to an effective shelf registration statement on FormS-3 (File No.333-225878). A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission (the “SEC”). The closing of the offering is expected to take place on or about January 25, 2019, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

A copy of the Underwriting Agreement is attached as Exhibit1.1 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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the Shares is attached as Exhibit5.1 hereto.

Item 8.01. Other Events.

The full text of the press release announcing the proposed underwritten public offering on January 22, 2019 and the full text of the press release announcing the pricing of the underwritten public offering on January 23, 2019 are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.


Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
Press release issued by Bellerophon Therapeutics,Inc. on January 22, 2019
Press release issued by Bellerophon Therapeutics,Inc. on January 23, 2019

Bellerophon Therapeutics, Inc. Exhibit
EX-1.1 2 a8-kjan2019offeringex11.htm EXHIBIT 1.1 Exhibit Exhibit 1.110,…
To view the full exhibit click here


Bellerophon Therapeutics, Inc. is a clinical-stage therapeutics company. The Company is focused on developing products at the intersection of drugs and devices that address medical needs in the treatment of cardiopulmonary diseases. The Company is focused on the development of its nitric oxide therapy for patients with pulmonary hypertension (PH), using its delivery system, INOpulse, with pulmonary arterial hypertension (PAH) as the lead indication. Its INOpulse device has a mechanism that delivers brief, targeted pulses of nitric oxide timed to occur at the beginning of a breath for delivery to the alveoli of the lungs, which minimizes the amount of drug required for treatment. The Company’s second program, BCM, is a medical device focused to prevent congestive heart failure following a ST Segment Elevation Myocardial Infarction (STEMI), which is a type of severe heart attack. The Company’s BCM is in PRESERVATION I clinical trial.

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