EIGER BIOPHARMACEUTICALS, INC. (NASDAQ:EIGR) Files An 8-K Other EventsItem 8.01. Other Events.
On May24, 2018, Eiger BioPharmaceuticals, Inc. (“Eiger” or “the Company”) entered into a purchase agreement, or the Purchase Agreement, with Piper Jaffray& Co., as representative of the several underwriters named therein, collectively, the Underwriters, relating to the public offering, issuance and sale of 3,680,000 shares of the Company’s common stock, par value $0.001 per share, or the Common Stock, which includes the exercise in full by the underwriters of the offering of their option to purchase an additional 480,000 shares of the Company’s common stock. The price to the public in this offering is $12.50 per share, and the Underwriters have agreed to purchase the shares from the Company to the Purchase Agreement at a price of $11.75 per share. The gross proceeds to the Company from this offering are expected to be approximately $46.0million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. All of the shares in the Offering are being sold by the Company. to the terms of the Purchase Agreement, each of the Company’s directors and officers have entered into “lock-up” agreements with the Representative that generally prohibit, without prior written consent of the Representative, the sale, transfer or other disposition of securities of the Company for a period ending 75 days after May 24, 2018. The offering is expected to close on May29, 2018, subject to customary closing conditions.
The Purchase 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 representations, warranties and covenants contained in the Purchase 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 Purchase Agreement.
The offering is being made to the Company’s effective registration statement on Form S-3 and an accompanying prospectus (Registration Statement No.333-221972) previously filed with the SEC on December 8, 2017 and declared effective on December 20, 2017 and a preliminary and final prospectus supplement, dated May 24, 2018, thereunder. The Purchase Agreement is filed as Exhibit 1.1 to this report, and the description of the material terms of the Purchase 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.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits.
Eiger BioPharmaceuticals, Inc. ExhibitEX-1.1 2 d567736dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 3,…To view the full exhibit click here
About EIGER BIOPHARMACEUTICALS, INC. (NASDAQ:EIGR)
Eiger BioPharmaceuticals, Inc., formerly Celladon Corporation, is a clinical-stage biopharmaceutical company. The Company is focused on the development and commercialization of products for the treatment of orphan diseases. Its pipeline includes Sarasar (lonafarnib) for hepatitis delta virus (HDV), exendin (9-39) for severe hypoglycemia, and Bestatin (ubenimex) for pulmonary arterial hypertension (PAH) and lymphedema. Lonafarnib is an orally active inhibitor of farnesyl transferase that inhibits the prenylation step of HDV replication inside liver cells and blocks the ability of the virus to multiply. It is conducting over three Phase II clinical trials, which include LOnafarnib With and without Ritonavir (LOWR) HDV-2 (Ankara, Turkey), LOWR HDV-3 (NIH) and LOWR HDV-4 (Hannover, Germany). Exendin is in Phase II clinical studies for the treatment of hypoglycemia associated with bariatric surgery. Ubenimex is in Phase II clinical studies for the treatment of PAH and lymphedema.