Clearside Biomedical, Inc. (NASDAQ:CLSD) Files An 8-K Other Events
Item 8.01Other Events.
On January 6, 2021, Clearside Biomedical, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional purchasers (the “Purchasers”), to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of 4,209,050 shares (the “Shares”) of common stock, par value $0.001 per share. The Shares will be sold at a purchase price of $2.851 per share, priced at-the-market under Nasdaq rules based on the five-day average closing price of the common stock, for aggregate gross proceeds to the Company of approximately $12 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on May 8, 2020, and was declared effective on May 22, 2020 (File No. 333-238128). The Company believes the net proceeds from the sale of the Shares, together with its current cash and cash equivalents and short-term investments, will be sufficient to fund its operating expenses and capital expenditure requirements into 2022.
Roth Capital Partners, LLC acted as the sole placement agent for the Company (the “Placement Agent”) in connection with the offering. to a Placement Agency Agreement between the Company and the Placement Agent, dated January 6, 2021 (the “Placement Agency Agreement”), the Placement Agent will be entitled to a cash fee of 6% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.
The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report.
A copy of the legal opinion and consent of Cooley LLP relating to the legality of the issuance and sale of the Shares in the offering is filed as Exhibit 5.1 to this report.
On January 6, 2021, the Company issued a press release announcing the pricing of the offering described above, a copy of which is filed as Exhibit 99.3 to this report.
Item 9.01 Financial Statements and Exhibits
This Current Report on Form 8-K contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by the words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Forward-looking statements include, without limitation, statements related to the Company’s ability to fund its operating expenses and capital expenditure requirements into 2022. Any forward-looking statements in this Current Report on Form 8-K are based on management’s current expectations and beliefs. Actual events or results may differ materially from those expressed or implied by any forward-looking statements contained herein, including, without limitation, the risks and uncertainties described in the section entitled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2020, and in subsequent
filings the Company makes with the SEC from time to time. The Company undertakes no obligation to update the information contained in this Current Report on Form 8-K to reflect new events or circumstances, except as required by law.
About Clearside Biomedical, Inc. (NASDAQ:CLSD)
Clearside Biomedical, Inc. is a clinical biopharmaceutical company developing first-in-class drug therapies to treat blinding diseases of the eye. The Company’s product candidates focus on diseases affecting the retina, which is the tissue that lines the inside of the eye and is primarily responsible for vision, and the choroid, which is the layer adjacent to the retina that supplies the retina with blood, oxygen and nourishment. With its microinjector, drugs are injected into and spread within and through the suprachoroidal space, (SCS), which is the space located between the choroid and the outer protective layer of the eye known as the sclera. With the suprachoroidal injection, its product candidates are more directly administered to the retina and choroid as compared to other ocular drug administration techniques, such as injections of drug into the vitreous, a jelly-like substance that occupies the central portion of the eye.