ContraVir Pharmaceuticals,Inc. (NASDAQ:CTRV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On April25, 2017, ContraVir Pharmaceuticals,Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Canaccord Genuity Inc. as representative of the
several underwriters listed on Schedule I thereto (the
Underwriters), to issue and sell in an underwritten public
offering (the Offering)12,000,000 shares of the Companys common
stock, par value $0.0001 per share (the Common Stock) and
warrants to purchase 6,000,000 shares of Common Stock (the
Warrants), at a combined price to the public of $1.00. The shares
of Common Stock and Warrants will be issued separately. The
Warrants are immediately exercisable and will be exercisable for
a period of five years following the issuance thereof at an
exercise price of $1.25 per share. There is no established public
trading market for the Warrants and the Company does not expect a
market to develop in the future. The Warrants will be
certificated and will be delivered to the investors by physical
delivery at the closing. The Offering is expected to close on
April28, 2017, subject to customary closing conditions.
The gross proceeds to the Company are expected to be $12,000,000,
before deducting the underwriting discount and other estimated
offering expenses payable by the Company. The Company intends to
use the net proceeds from the sale of the securities to fund
research and development activities, including ongoing clinical
trials, and for working capital and other general corporate
purposes, and possibly acquisitions of other companies, products
or technologies, though no such acquisitions are currently
contemplated.
The shares of Common Stock and Warrants are being offered and
sold to the Companys effective shelf registration statement on
FormS-3 and an accompanying prospectus (Registration Statement
No.333-202625) declared effective by the SEC on March18, 2015, a
preliminary prospectus supplement and final prospectus supplement
filed with the SEC on April24, 2017 and April25, 2017,
respectively, in connection with the Companys takedown relating
to the Offering. A copy of the opinion of Sheppard, Mullin,
Richter Hampton LLP relating to the legality of the issuance and
sale of the shares of Common Stock in this Offering is attached
as Exhibit5.1 hereto.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions.
The Underwriting Agreement is attached hereto as an exhibit to
provide interested persons with information regarding its terms,
but is not intended to provide any other factual information
about the Company. 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 such agreement and may be
subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the
Underwriting Agreement.
to the Underwriting Agreement, subject to certain exceptions,
the Company, its directors and officers have agreed not to sell
or otherwise dispose of any of the Companys securities held by
them for a period ending 90 days after the date of the
Underwriting Agreement without first obtaining the written
consent of Canaccord Genuity,Inc., as representative of the
Underwriters, subject to certain exceptions.
A copy of the Underwriting Agreement is attached hereto as
Exhibit1.1 and a copy of the form of warrant is attached hereto
as Exhibit4.1 and both are incorporated herein by reference.
The foregoing description of the terms of the Underwriting
Agreement and the warrant is qualified in its entirety by
reference to such exhibit.
Item 8.01. Other Events.
On April24, 2017, the Company issued a press release announcing
it had commenced the Offering. A copy of the press release is
attached hereto as Exhibit99.1 to this Current Report on
Form8-K and is incorporated herein by reference.
On April25, 2017, the Company issued a press release announcing
that it had priced the Offering. A copy of the press release is
attached hereto as Exhibit99.2 to this Current Report on
Form8-K and is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this Current Report on Form8-K are
forward-looking statements that involve a number of risks and
uncertainties.Such forward-looking statements include
statements about the expected settlement of the sale and
purchase of securities described herein and the Companys
receipt of net proceeds therefrom.For such statements, the
Company claims the protection of the Private Securities
Litigation Reform Act of 1995.Actual events or results may
differ materially from the Companys expectations.Factors that
could cause actual results to differ materially from the
forward-looking statements include, but are not limited to, the
Companys ability to satisfy applicable closing conditions under
the Underwriting Agreement.Additional factors that could cause
actual results to differ materially from those stated or
implied by the Companys forward-looking statements are
disclosed in the Prospectus Supplement and accompanying
prospectus and the Companys reports filed with the Securities
and Exchange Commission.
Item 9.01. Exhibits.
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Exhibit |
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No. |
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Description |
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1.1 |
Underwriting Agreement, dated April25, 2017, by and among |
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4.1 |
Formof Warrant to be issued to the Investors |
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|
5.1 |
Opinion of Sheppard, Mullin, Richter Hampton LLP |
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23.1 |
Consent of Sheppard, Mullin, Richter Hampton LLP |
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|
99.1 |
Press Release, dated April24, 2017 |
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|
99.2 |
Press Release, dated April25, 2017 |
About ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV)
ContraVir Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on the development of antiviral drugs for the treatment of Hepatitis B virus (HBV) infections. The Company develops a range of compounds to treat HBV infection, which include CMX157 and CRV431. The Company is also developing an antiviral asset, FV-100. The Company’s CMX157 is a lipid acyclic nucleoside phosphonate that delivers intracellular concentrations of the active antiviral agent tenofovir diphosphate. The Company has completed a Phase I clinical trial of CMX157. The Company’s CRV431 drug candidate is designed to target cyclophilins, which are a class of proteins. CRV431 inhibits the role of host cyclophilins and interferes in the propagation of the viruses. The Company’s FV-100 is an orally available, small molecule, nucleoside analogue pro-drug of CF-1743, which is used for the treatment of herpes zoster. It has developed FV-100 for the treatment of shingles. ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV) Recent Trading Information
ContraVir Pharmaceuticals, Inc. (NASDAQ:CTRV) closed its last trading session down -0.320 at 0.860 with 2,043,420 shares trading hands.
