ELEVEN BIOTHERAPEUTICS, INC. (NASDAQ:EBIO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On November 1, 2017, Eleven Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), relating to the sale of 5,525,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), pre-funded warrants to purchase an aggregate of 4,475,000 shares of Common Stock and common warrants to purchase up to an aggregate of 10,000,000 shares of Common Stock (the “Offering”). Each share of common stock or pre-funded warrant, as applicable, was sold together with a common warrant to purchase one share of common stock at a combined effective price to the public of $0.80 per share and accompanying common warrant.
The Company and HCW completed the Offering on November 3, 2017, resulting in approximately $7.0 million of net proceeds to the Company after deducting the underwriter’s discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to continue to fund the clinical development of its lead product candidate Vicinium and for general corporate purposes, which may include capital expenditures and funding its working capital needs.
The common warrants are exercisable immediately at an exercise price of $0.80 per share and will expire five years from the date of issuance. The pre-funded warrants are exercisable immediately at an exercise price of $0.01 per share and may be exercised until they are exercised in full. The shares of common stock or pre-funded warrants, as applicable, and the accompanying common warrants could only be purchased together in this offering but were issued separately.
The Company has granted HCW a 30-day option, ending December 1, 2017, to purchase up to 1,500,000 additional shares of Common Stock at a purchase price of $0.79 per share and/or common warrants to purchase up to an
aggregate of 1,500,000 shares of Common Stock at a purchase price of $0.01 per common warrant with an exercise price of $0.80 per share to cover over-allotments, if any, less the underwriting discounts and commissions.
HCW acted as sole book-running manager for the offering, which was a firm commitment underwritten public offering to a registration statement on Form S-1 (Registration No. 333-220809) which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 1, 2017. The Offering was made only by means of a prospectus forming a part of the effective registration statement. We paid HCW a commission equal to 7.0% of the gross proceeds of the offering and other expenses.
The Underwriting Agreement contains customary representations, warranties, and agreements by us, and customary conditions to closing, indemnification obligations of the Company and the underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
The foregoing descriptions of the Underwriting Agreement, the pre-funded warrants and common warrants are not complete and are qualified in its entirety by reference to the full text of the Underwriting Agreement and the forms of pre-funded warrant and form of common warrant, copies of which are filed as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01Other Events.
On November 1, 2017, the Company issued a press release announcing the pricing of the Offering. On November 3, 2017, the Company issued a press release announcing the closing of the Offering. A copy of each press release is filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K is set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No. |
Document |
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1.1 |
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4.1 |
Form of Pre-funded Warrant.
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4.2 |
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99.1 |
Press release of Eleven Biotherapeutics, Inc., dated November 1, 2017.
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99.2 |
Press release of Eleven Biotherapeutics, Inc., dated November 3, 2017.
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Eleven Biotherapeutics, Inc. ExhibitEX-1.1 2 ex11ebio-underwritingagree.htm EXHIBIT 1.1 Exhibit Exhibit 1.1EXECUTION VERSION5,…To view the full exhibit click here
About ELEVEN BIOTHERAPEUTICS, INC. (NASDAQ:EBIO)
Eleven Biotherapeutics, Inc. is a preclinical-stage biopharmaceutical company. The Company applies its AMP-Rx platform to the discovery and development of protein therapeutics to treat diseases of the eye. The Company’s product candidate, which is still in preclinical development, is EBI-031, which was designed, engineered and generated using its AMP-Rx platform and are developing as an intravitreal injection for diabetic macular edema (DME) and uveitis. The Company’s therapeutic approach is based on the role of cytokines in diseases of the eye, its understanding of the structural biology of cytokines and its ability to design and engineer proteins to modulate the effects of cytokines. The Company is developing EBI-031 as an intravitreal injection for DME and uveitis. In addition to EBI-031, the Company has another product candidate in early preclinical development, which is designed to block vascular endothelial growth factor (VEGF).