GALENA BIOPHARMA, INC. (NASDAQ:GALE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
|
Entry Into A Material Definitive Agreement
|
On February 8, 2017, Galena Biopharma, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Canaccord Genuity Inc. (the Underwriter), relating to the public
offering (the Offering) by us of 17,000,000 shares (the Shares)
of our common stock (the Common Stock), par value $0.0001 per
share, and warrants to purchase up to 17,000,000 shares of our
Common Stock (the Warrant Shares) with an exercise price of $1.10
per share (the Warrants). Each unit consists of one full share of
Common Stock and a Warrant and is priced at $1.00 per unit. The
Warrants have a term of five years from the date of issuance. The
Warrants will be issued to a warrant agreement to be entered into
by and among us, Computershare Inc. and Computershare Trust
Company, N.A dated as of February 13, 2017 (the Warrant
Agreement). The closing of the Offering is expected to take place
on or about February 13, 2017, subject to certain customary
closing conditions.
into an underwriting agreement (the Underwriting Agreement) with
Canaccord Genuity Inc. (the Underwriter), relating to the public
offering (the Offering) by us of 17,000,000 shares (the Shares)
of our common stock (the Common Stock), par value $0.0001 per
share, and warrants to purchase up to 17,000,000 shares of our
Common Stock (the Warrant Shares) with an exercise price of $1.10
per share (the Warrants). Each unit consists of one full share of
Common Stock and a Warrant and is priced at $1.00 per unit. The
Warrants have a term of five years from the date of issuance. The
Warrants will be issued to a warrant agreement to be entered into
by and among us, Computershare Inc. and Computershare Trust
Company, N.A dated as of February 13, 2017 (the Warrant
Agreement). The closing of the Offering is expected to take place
on or about February 13, 2017, subject to certain customary
closing conditions.
The Shares, the Warrants, and the Warrant Shares will be issued
to the Companys shelf registration statement on Form S-3 (File
No.333-208330), which was initially filed with the Securities and
Exchange Commission (the SEC) on December 4, 2015 and declared
effective by the SEC on December 22, 2015. A prospectus
supplement relating to the Offering was filed with the SEC on
February 8, 2017. The Company intends to use the net proceeds
from this Offering in our evaluation of strategic alternatives,
to fund certain of our clinical trials of our product candidates,
to fund any settlement and defense costs related to government
investigations, to augment our working capital and for general
corporate purposes.
to the Companys shelf registration statement on Form S-3 (File
No.333-208330), which was initially filed with the Securities and
Exchange Commission (the SEC) on December 4, 2015 and declared
effective by the SEC on December 22, 2015. A prospectus
supplement relating to the Offering was filed with the SEC on
February 8, 2017. The Company intends to use the net proceeds
from this Offering in our evaluation of strategic alternatives,
to fund certain of our clinical trials of our product candidates,
to fund any settlement and defense costs related to government
investigations, to augment our working capital and for general
corporate purposes.
Under the Underwriting Agreement, in consideration for services
rendered as the Underwriter in the Offering, the Company will pay
to the Underwriter a cash fee equal to approximately $1,020,000,
or 6% of the gross proceeds of the Offering. The Company also
agreed to reimburse the Underwriter for its reasonable
out-of-pocket costs and expenses incurred in connection with its
engagement, including fees and expenses of the Underwriters
counsel up to an aggregate amount of $100,000. The net proceeds
to us are expected to be approximately $15.5 million, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by us. The Underwriting Agreement
contains customary representations, warranties, and agreements by
us, and customary conditions to closing, indemnification
obligations of us and the Underwriters, including for liabilities
under the Securities Act of 1933, as amended, other obligations
of the parties, and termination provisions.
rendered as the Underwriter in the Offering, the Company will pay
to the Underwriter a cash fee equal to approximately $1,020,000,
or 6% of the gross proceeds of the Offering. The Company also
agreed to reimburse the Underwriter for its reasonable
out-of-pocket costs and expenses incurred in connection with its
engagement, including fees and expenses of the Underwriters
counsel up to an aggregate amount of $100,000. The net proceeds
to us are expected to be approximately $15.5 million, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by us. The Underwriting Agreement
contains customary representations, warranties, and agreements by
us, and customary conditions to closing, indemnification
obligations of us and the Underwriters, 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 and the
Warrant Agreement do not purport to be complete and are qualified
in their entirety by reference to the copy of each of the
Underwriting Agreement and the form of Warrant Agreement, which
are attached hereto as Exhibits 1.1 and 4.1 respectively and
which are incorporated herein by reference.
Warrant Agreement do not purport to be complete and are qualified
in their entirety by reference to the copy of each of the
Underwriting Agreement and the form of Warrant Agreement, which
are attached hereto as Exhibits 1.1 and 4.1 respectively and
which are incorporated herein by reference.
The representations, warranties and covenants contained in the
Underwriting Agreement and the Warrant Agreement were made solely
for the benefit of the parties to the Underwriting Agreement and
the Warrant Agreement and may be subject to limitations agreed
upon by the contracting parties. Accordingly, the Underwriting
Agreement and the form of Warrant Agreement are incorporated
herein by reference only to provide investors with information
regarding the terms of the Underwriting Agreement and the Warrant
Agreement and not to provide investors with any other factual
information regarding the Company or its business, and should be
read in conjunction with the disclosures in the Companys periodic
reports and other filings with the SEC.
Underwriting Agreement and the Warrant Agreement were made solely
for the benefit of the parties to the Underwriting Agreement and
the Warrant Agreement and may be subject to limitations agreed
upon by the contracting parties. Accordingly, the Underwriting
Agreement and the form of Warrant Agreement are incorporated
herein by reference only to provide investors with information
regarding the terms of the Underwriting Agreement and the Warrant
Agreement and not to provide investors with any other factual
information regarding the Company or its business, and should be
read in conjunction with the disclosures in the Companys periodic
reports and other filings with the SEC.
A copy of the opinion of Paul Hastings LLP relating to the
legality of the issuance and sale of the Shares, the Warrants and
the Warrant Shares is attached as Exhibit 5.1 to this Current
Report on Form 8-K.
legality of the issuance and sale of the Shares, the Warrants and
the Warrant Shares is attached as Exhibit 5.1 to this Current
Report on Form 8-K.
Adjustment to Certain Outstanding Warrants
Upon consummation of the Offering, it is anticipated that the
exercise price of the Companys outstanding December 2012 warrants
to purchase a total of 151,565 shares of common stock as of
September 30, 2016 will be adjusted downward from $31.60 to
$10.32 per share. In addition, the exercise price of the Companys
outstanding April 2011 warrants to purchase a total of 12,900
shares of common stock as of September 30, 2016 will be adjusted
downward from $13.00 to $1.00 per share.
exercise price of the Companys outstanding December 2012 warrants
to purchase a total of 151,565 shares of common stock as of
September 30, 2016 will be adjusted downward from $31.60 to
$10.32 per share. In addition, the exercise price of the Companys
outstanding April 2011 warrants to purchase a total of 12,900
shares of common stock as of September 30, 2016 will be adjusted
downward from $13.00 to $1.00 per share.
|
Item 8.01
|
Other Events
|
Reference is made to the description of the Offering in Item
1.01. We, and our officers and directors, agreed in the
Underwriting Agreement, subject to certain exceptions, not to
offer and sell any Shares or Warrant Shares for a period of 90
days following the Offering, without the written consent of
Canaccord Genuity Inc.
1.01. We, and our officers and directors, agreed in the
Underwriting Agreement, subject to certain exceptions, not to
offer and sell any Shares or Warrant Shares for a period of 90
days following the Offering, without the written consent of
Canaccord Genuity Inc.
On February 7, 2017 and February 8, 2017, respectively, we issued
press releases announcing the offering and the pricing of the
offering. Copies of the press releases are attached as Exhibits
99.1 and 99.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
press releases announcing the offering and the pricing of the
offering. Copies of the press releases are attached as Exhibits
99.1 and 99.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits
|
1.1
|
Underwriting Agreement, dated as of February 8, 2017,
by and between Galena Biopharma, Inc. and Canaccord Genuity Inc. |
|
4.1
|
Form of Warrant Agreement, including the Form of
Warrant, to be issued by Galena Biopharma, Inc. to the Investors on February 13, 2017. |
|
5.1
|
Opinion of Paul Hastings LLP.
|
|
23.1
|
Consent of Paul Hastings LLP (included in Exhibit 5.1).
|
|
99.1
|
Press release of Galena Biopharma, Inc. issued on
February 7, 2017. |
|
99.2
|
Press release of Galena Biopharma, Inc. issued on
February 8, 2017. |
About GALENA BIOPHARMA, INC. (NASDAQ:GALE)
Galena Biopharma, Inc. is a biopharmaceutical company. The Company focuses on developing and commercializing targeted oncology therapeutics that address unmet medical needs. The Company’s development portfolio ranges from mid- to late-stage clinical assets, including cancer immunotherapy program led by NeuVax (nelipepimut-S), GALE-301 and GALE-302. The Company’s NeuVax is in Phase III breast cancer clinical trial with several concurrent Phase II trials ongoing both as a single agent and in combination with other therapies. GALE-301 is in a Phase IIa clinical trial in ovarian and endometrial cancers and in a Phase Ib clinical trial given sequentially with GALE-302. The Company’s therapies utilize an immunodominant peptide combined with the immune adjuvant, recombinant human granulocyte macrophage-colony stimulating factor (rhGM-CSF, Leukine), and work by harnessing the patient’s own immune system to seek out and attack any residual cancer cells. GALENA BIOPHARMA, INC. (NASDAQ:GALE) Recent Trading Information
GALENA BIOPHARMA, INC. (NASDAQ:GALE) closed its last trading session down -0.078 at 0.743 with 4,187,693 shares trading hands.