The information regarding the Pre-Funded Warrants in Item 8.01 below is incorporated herein by reference.

Item 8.01. Other Events.

On May 27, 2020, BioCryst Pharmaceuticals, Inc., (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Piper Sandler & Co., as representatives of the underwriters named in Schedule 1 thereto (the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of (a) 18,711,113 shares of the Company’s common stock at a price to the public of $4.50 per share, and (b) pre-funded warrants to purchase 3,511,111 shares of its common stock at a price to the public of $4.49 per pre-funded warrant (the “Pre-Funded Warrants”). to the Underwriting Agreement, the Company also granted the underwriters a 30-day option (the “Underwriters’ Option”) to purchase up to an additional 3,333,334 shares of the Company’s common stock. On May 28, 2020, the Underwriters exercised the Underwriters’ Option in full. Total gross proceeds from the Offering to the Company, including from the exercise of the Underwriters’ Option, are expected to be $115 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

The Pre-Funded Warrants have an exercise price of $0.01 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company\’s common stock and also upon any distributions of assets to the Company\’s stockholders. Each Pre-Funded Warrant is exercisable upon issuance. In the event of certain corporate transactions, the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such transaction. The Pre-Funded Warrants do not contain voting rights or any of the other rights or privileges as a holder of the Company’s common stock. The foregoing summary of the Pre-Funded Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the form of Pre-Funded Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The shares issuable in the Offering, including to the Underwriters’ Option, the Pre-Funded Warrants, and the shares of common stock issuable upon exercise of the Pre-Funded Warrants, have been registered under the Securities Act of 1933 (the “Securities Act”) to a registration statement on Form S-3 (Registration No. 333-237820) of the Company (the “Registration Statement”), and a prospectus supplement dated May 27, 2020, filed with the Securities and Exchange Commission to Rule 424(b) of the Securities Act on May 29, 2020. The closing of the Offering, including the shares issuable to the exercise of the Underwriters’ Option, is expected to occur on June 1, 2020. The legal opinion of Gibson, Dunn & Crutcher LLP relating to the Registration Statement is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

BIOCRYST PHARMACEUTICALS INC Exhibit
EX-1.1 2 nt10011234x7_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 BIOCRYST PHARMACEUTICALS,…
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About BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX)

BioCryst Pharmaceuticals, Inc. (BioCryst) is a biotechnology company. The Company designs, optimizes and develops small molecule drugs that block enzymes involved in the pathogenesis of diseases. The Company focuses on the treatment of rare diseases. The Company uses X-ray crystallography, computer modeling of molecular structures and chemistry techniques to focus on the three-dimensional molecular structure and active site characteristics of the enzymes that control cellular biology. Its drug candidates include RAPIVAB, RAPIACTA, PERAMIFLU, Avoralstat, BCX7353, other second generation hereditary angioedema (HAE) compounds, BCX4430 and Forodesine. Its product RAPIVAB contains peramivir. Peramivir is an intravenous neuraminidase inhibitor approved in various countries for the treatment of patients with influenza, in the United States as RAPIVAB. RAPIVAB is used for the treatment of acute uncomplicated influenza. Its BCX4430 is a broad-spectrum antiviral (BSAV) research program.