Corium International, Inc. (NASDAQ:CORI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On May 25, 2017, Corium International, Inc. (Corium) entered into
an underwriting agreement (the Underwriting Agreement) with
Jefferies LLC, as representative of the underwriters(the
Underwriters), to which Corium agreed to issue and sell an
aggregate of 5,600,000 shares of its common stock (the Shares) to
the Underwriters (the Offering). The Shares will be sold to the
Underwritersat the public offering price of $6.25per share, less
underwriting discounts and commissions. to the Underwriting
Agreement, Corium has granted the Underwriters a 30-day option to
purchase up to an additional 840,000 shares of its common stock.
The Underwriting Agreement contains customary representations and
warranties, conditions to closing, market standoff provisions,
termination provisions and indemnification obligations, including
for liabilities under the Securities Act of 1933, as amended. The
Offering is being made to the shelf registration statement on
Form S-3 (File No. 333-208800) that was filed by Corium with the
Securities and Exchange Commission (SEC) on December 30, 2015 and
declared effective by the SEC on January 20, 2016 and a related
prospectus supplement.
Corium estimates that net proceeds from the Offering will be
approximately $32.7 million, after deducting underwriting
discounts and commissions and estimated Offering expenses, and
assuming no exercise of the Underwriters option to purchase
additional shares. Corium intends to use the net proceeds from
the Offering for product development andgeneral corporate
purposes, which may include funding research and development,
increasing its working capital, reducing indebtedness,
acquisitions or investments in businesses, products or
technologies that are complementary to its own and capital
expenditures.Corium expects the Offering to close on May 31,
2017, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement. A copy
of the Underwriting Agreement is filed with this Current Report
on Form 8-K as Exhibit 1.1 and is incorporated herein by
reference.
A copy of the opinion of Fenwick West LLP, relating to the
validity of the Shares in connection with the Offering, is filed
with this Current Report on Form 8-K as Exhibit 5.1.
Item 8.01.Other Events.
On May 25, 2017, Corium issued a press release, announcing the
pricing of the Offering. A copy of the press release is filed
with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
1.1 |
Underwriting Agreement dated May 25, 2017 |
|
5.1 |
Opinion of Fenwick West LLP |
|
23.1 |
Consent of Fenwick West LLP (contained in Exhibit 5.1) |
|
99.1 |
Press Release dated May 25, 2017 |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and other federal securities
laws. Any statements contained herein that do not describe
historical facts, including, but not limited to, statements
regarding the expected netproceeds of the Offering and the
anticipated use of proceeds of the Offering, are
forward-looking statements that involve risks and uncertainties
that could cause actual results to differ materially from those
discussed in such forward-looking statements. Such risks and
uncertainties include, among others, the risks identified in
Coriums filings with the SEC, including its Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2017, filed
with the SEC on May 12, 2017, the prospectus supplement related
to the Offering, and subsequent filings with the SEC. Any of
these risks and uncertainties could materially and adversely
affect Coriums results of operations, which would, in turn,
have a significant and adverse impact on Coriums stock price.
Corium cautions you not to place undue reliance on any
forward-looking statements, which speak only as of the date
they are made. Corium undertakes no obligation to update
publicly any forward-looking statements to reflect new
information, events or circumstances after the date they were
made or to reflect the occurrence of unanticipated events.
About Corium International, Inc. (NASDAQ:CORI)
Corium International, Inc. is a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty pharmaceutical products. As of September 30, 2016, the Company had multiple programs in preclinical and clinical development focused primarily on the treatment of neurological disorders, with two lead programs in Alzheimer’s disease. The Company has two transdermal platforms: Corplex for small molecules and MicroCor, a biodegradable microstructure technology for small molecules and biologics, including vaccines, peptides and proteins. Its late-stage pipeline includes a contraceptive patch, which has completed Phase III trials, and additional transdermal products that are being developed with other partners. Its products include Clonidine TDS, Fentanyl TDS and Crest Whitestrips. Its pipeline products include Twirla, Corplex Donepezil and Corplex Memantine, Donepezil, Corplex Ropinerole, MicroCor hPTH(1-34) and Motion Sickness Patch. Corium International, Inc. (NASDAQ:CORI) Recent Trading Information
Corium International, Inc. (NASDAQ:CORI) closed its last trading session down -0.02 at 6.85 with 150,568 shares trading hands.