Bellicum Pharmaceuticals, Inc. (NASDAQ:BLCM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Public Offering
On August 16, 2019, Bellicum Pharmaceuticals, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the Underwriters), relating to an underwritten public offering (the Offering) of 575,000 shares of the Series 1 Redeemable Convertible Non-Voting Preferred Stock of the Company (the Series 1 Preferred Stock) and warrants (the Public Warrants) to purchase up to 57,500,000 shares of the Common Stock of the Company (the Common Stock). Each share of Series 1 Preferred Stock is being sold together with a Warrant to purchase 100 shares of Common Stock at a combined price to the public of $100.00. Under certain circumstances, each Warrant will be exercisable, at the irrevocable election of the holder, for one share of Series 1 Preferred Stock. The net proceeds to the Company from the Offering are expected to be approximately $53.6 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, and excluding any proceeds that the Company may receive upon exercise of the Public Warrants. The offering is expected to close on or about August 21, 2019, subject to customary closing conditions.
All of the Public Warrants being sold in the Offering will have an exercise price of $1.30 per share of Common Stock or, in certain circumstances, for $130.00 per share of Series 1 Preferred Stock, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Public Warrants will be immediately exercisable upon issuance, provided that the holder will be prohibited, subject to certain exceptions, from exercising a Warrant for shares of Common Stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holders election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days notice to the Company. The Public Warrants will expire on August 21, 2026.
The offering is being made to the Companys effective shelf registration statement on Form S-3 (Registration No. 333-232771) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated August 16, 2019 and a final prospectus supplement dated August 16, 2019.
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. The foregoing description of the Public Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
A copy of the legal opinion and consent of Cooley LLP relating to the legality of the offering and sale of the securities described above is attached as Exhibit 5.1 hereto.
On August 15, 2019, the Company issued a press release announcing the commencement of the Offering and on August 16, 2019 the Company issued a press release announcing that the Company had priced the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
Private Placement
On August 16, 2019, the Company entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with certain institutional investors named therein (the Purchasers), to which the Company has agreed to issue in a private placement (i) 350,000 shares of its Series 2 Redeemable Convertible Non-Voting Preferred Stock (the Series 2 Preferred Stock), at a purchase price of $100.00 per share, and related warrants (the Private Warrants) to purchase up to 28,000,000 shares of Common Stock at an exercise price of $1.00 per share, and (ii) 250,000 shares of its Series 3 Redeemable Convertible Non-Voting Preferred Stock (the Series 3 Preferred Stock and, together with the Series 1 Preferred Stock and Series 2 Preferred Stock, the Preferred Stock), at a purchase price of $140.00 per share, and related warrants (also, Private Warrants) to purchase up to 8,750,000 shares of Common Stock at an exercise price of $1.40 per share. The purchase and sale of the securities issuable under the private placement agreement may occur in two or more separate closings, each to be conducted at the Purchasers discretion within five days notice to the Company, and is subject to the Companys obtaining stockholder approval for additional authorized shares of Common Stock or a reverse stock split (the Required Stockholder Approval), and the right of the Purchasers to purchase such securities will expire two and a half years after the Required Stockholder Approval, with respect to the Series 2 Preferred Stock, and three years after such stockholder approval, with respect to the Series 3 Preferred Stock, if not exercised prior to that date.
Within three business days following the execution of the Securities Purchase Agreement, the Purchasers are obligated to pay the Company an option fee equal to $12,093,750 (the Option Fee), which represents a payment of $0.125 for each share of Common Stock underlying the securities issuable in the private placement. Jefferies LLC acted as a placement agent for the Company in the private placement and is entitled to receive a cash fee of $725,625 in connection with the Companys receipt of the Option Fee, but will not receive a fee on amounts payable to the Company in connection with the completion of any closings under the Securities Purchase Agreement.
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