Chimerix, Inc. (NASDAQ:CMRX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November 8, 2017, Chimerix, Inc. (the “Company”) entered into an at the market issuance, or ATM, Sales Agreement (the “Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, $0.001 per share, having aggregate gross proceeds of up to $75 million (the “Shares”) through or to Cowen as the Company’s sales agent or as principal. Cowen will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Cowen may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended. The Company will pay Cowen a commission equal to 3.0% of the gross sales proceeds of any Shares sold through Cowen under the Agreement. The Company also provided Cowen with customary indemnification and contribution rights.
The Company is not obligated to make any sales of common stock under the Agreement and may at any time suspend solicitation and offers under the Agreement. The offering of Shares to the Agreement will terminate upon the earlier of (i)the sale of all common stock subject to the Agreement or (ii)termination of the Agreement in accordance with its terms.
The issuance and sale of the Shares by the Company under the Agreement, if any, is subject to the effectiveness of the Company’s registration statement onFormS-3,filed with the Securities and Exchange Commission concurrently with thisCurrent Report on Form8-Kon November 8, 2017. The Company cannot make assurances as to if or whether this registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement. The Company filed a prospectus supplement with the Securities and Exchange Commission concurrently with thisCurrent Report on Form8-Kon November 8, 2017 in connection with the offer and sale of the Shares to the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit99.1 and is incorporated herein by reference.
This Current Report onForm8-Kshall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
CHIMERIX INC ExhibitEX-99.1 2 tv478681_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CHIMERIX,…To view the full exhibit click here
About Chimerix, Inc. (NASDAQ:CMRX)
Chimerix, Inc. (Chimerix) is a biopharmaceutical company. The Company is focused on discovering, developing and commercializing oral antivirals. The Company, based on its lipid conjugate technology, has developed its lead compound, brincidofovir (BCV, CMX001), which is in Phase III clinical development. In addition, the Company has an active discovery program focusing on viral targets for which limited or no therapies are available. Brincidofovir is an investigational oral nucleotide analog that has shown spectrum antiviral activity against over five families of double-stranded deoxyribonucleic acid (dsDNA) viruses that affect humans. CMX157, is its second clinical-stage nucleotide analog, uses the same lipid technology as brincidofovir to deliver high intracellular concentrations of the potent antiviral drug, tenofovir. Tenofovir is marketed under the brand name Viread. The Company has discovered, developed and selected a clinical candidate, CMX669, for BK virus and cytomegalovirus.