CARA THERAPEUTICS, INC. (NASDAQ:CARA) Files An 8-K Other Events
Item8.01.
| Other Events. |
On March30, 2017, Cara Therapeutics, Inc. (the Registrant)
entered into an underwriting agreement with Piper Jaffray Co. and
Stifel, Nicolaus Company, Incorporated, as representatives of the
several underwriters named therein, relating to the issuance and
sale of 4,450,000 shares of the Registrants common stock (the
Offering) at a price to the public of $18.00 per share. The
Registrant also granted the underwriters a 30-day option to
purchase up to 667,500 additional shares of its common stock. The
gross proceeds to the Registrant from the Offering, excluding any
exercise by the underwriters of their 30-day option to purchase
additional shares, are expected to be $80.1million before
deducting the underwriting discounts and commissions and offering
expenses payable by the Registrant. The offering is scheduled to
close on or about April5, 2017, subject to customary closing
conditions.
The underwriting agreement contains customary representations,
warranties, covenants and agreements by the Registrant,
indemnification obligations of the Registrant and the
underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the underwriting agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the underwriting
agreement, and may be subject to limitations agreed upon by the
contracting parties.
The Offering is being made by means of a written prospectus
supplement and accompanying prospectus forming part of a shelf
registration statement on Form S-3 (Registration Statement
No.333-216657), previously filed with the Securities and Exchange
Commission (SEC) and declared effective by the SEC on March24,
2017.
The underwriting
agreement is attached as Exhibit 1.1 hereto, and the description
of the terms of the underwriting agreement is qualified in its
entirety by reference to such exhibit. A copy of the opinion of
Cooley LLP relating to the legality of the issuance and sale of
the shares in the Offering is attached as Exhibit 5.1
hereto.
On March29, 2017,
the Registrant issued a press release announcing that it had
commenced the Offering, and on March30, 2017, the Registrant
issued a press release announcing the pricing of the Offering.
Copies of these press releases are attached as Exhibits 99.1 and
99.2 hereto, respectively.
Neither the
disclosures on this Current Report on Form 8-K nor the attached
press releases shall constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits
|
Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement dated March30, 2017. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release dated March29, 2017. | |
| 99.2 | Press Release dated March30, 2017. |
About CARA THERAPEUTICS, INC. (NASDAQ:CARA)
Cara Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on developing and commercializing chemical entities designed to alleviate pain and pruritus by focusing on kappa opioid receptors. The Company is engaged in developing product candidates that focus on the body’s peripheral nervous system. Its product candidate pipeline includes I.V. CR845 for acute pain; I.V. CR845 for uremic pruritus; Oral CR845, and CR701. The Company’s I.V. CR845 is an injectable version of peripheral kappa opioid receptor agonist, which is intended for the treatment of acute pain in an acute care setting. The Company is developing an oral version of CR845 for the treatment of moderate-to-severe acute and chronic pain. The Company’s CR701 is a peripherally-restricted, mixed-CB1/CB2 receptor agonist that interacts with cannabinoid receptor subtypes, with no off-target activities. CR701 is in preclinical-stage of development. CARA THERAPEUTICS, INC. (NASDAQ:CARA) Recent Trading Information
CARA THERAPEUTICS, INC. (NASDAQ:CARA) closed its last trading session down -0.47 at 17.92 with 7,668,529 shares trading hands.
