FLUIDIGM CORPORATION (NASDAQ:FLDM) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
On August 3, 2017, Fluidigm Corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, par value $0.001 per share, having aggregate sales proceeds of up to $30 million, from time to time, through an “at the market” equity offering program under which Cowen will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Cowen may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made (i) directly on The NASDAQ Global Select Market, (ii) on any other existing trading market for the common stock or (iii) to or through a market maker. Cowen will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Select Market The Sales Agreement may be terminated by the Company upon five days’ notice to Cowen for any reason or by Cowen upon five days’ notice to the Company for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. Under the terms of the Sales Agreement, the Company may also sell shares to Cowen acting as principal for Cowen’s own account at prices agreed upon at the time of sale.
The Sales Agreement provides that Cowen will be entitled to compensation for its services that will not exceed, but may be lower than, 3.0% of the gross sales price per share of all shares sold through Cowen under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
The shares will be issued to the Company’s effective shelf registration statement on Form S-3 (File No. 333-216542), as amended. The Company filed a prospectus supplement (the “Prospectus Supplement”), dated August 3, 2017, with the Securities and Exchange Commission in connection with the offer and sale of the shares to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description |
| 1.1 | Sales Agreement, dated as of August 3, 2017, between Fluidigm Corporation and Cowen and Company, LLC. |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). |
FLUIDIGM CORP ExhibitEX-1.1 2 t1702281x2_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Fluidigm Corporation $30.0 MILLION COMMON STOCK SALES AGREEMENT August 3,…To view the full exhibit click here
About FLUIDIGM CORPORATION (NASDAQ:FLDM)
Fluidigm Corporation creates, manufactures and markets technologies and life science tools focused on the exploration and analysis of single cells, as well as the industrial application of genomics, based upon the Company’s core microfluidics and mass cytometry technologies. The Company operates in the development, manufacturing and commercialization of life science tools for the life science and Ag-Bio industries segment. Its products include preparatory instruments, preparatory analytical instruments, analytical instruments, integrated fluidic circuits (IFCs), and assays and reagents. Its preparatory instruments include C1 Single-Cell Auto Prep System, Access Array System, Juno System and IFCs, and Callisto System and IFC. Its analytical instruments include Biomark HD System, EP1 System and Helios/CyTOF 2 System. Its assays and reagents include Delta Gene and SNP Type Assays, and Access Array Target-Specific Primers and Targeted Sequencing Prep Primers.