GW PHARMACEUTICALS PLC (NASDAQ:GWPH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On October 2, 2018, GW Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”), to which the Company (i)agreed to issue and sell 1,900,000 American Depositary Shares (“ADSs”) to the Underwriters at a price of $158.00 per ADS, and (ii)granted the Underwriters an option for 30 days to purchase up to an additional 285,000 ADSs that may be sold upon the exercise of such option by the Underwriters at the same price per ADS, with each ADS representing 12 of the Company’s ordinary shares, par value £0.001per share, in an underwritten public offering to a registration statement on Form F-3ASR (File No.333-217329) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”).
The Offering closed on October 5, 2018 and included the full exercise of the Underwriters option to purchase the additional 285,000 ADSs. The Company received gross proceeds from the Offering of approximately $345 million. The Company intends to use the net proceeds from the Offering to fund its launch commercialization activities for Epidiolex in the United States; pre-launch commercialization activities in Europe; further expansion of Epidiolex manufacturing capability to meet anticipated demand; expansion of the market opportunity for Epidiolex through continued clinical development; advancement of other pipeline opportunities; and working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and covenants. The Company has also agreed in the Underwriting Agreement, among other things, to indemnify the Underwriters against certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this current report on Form 8-K and is incorporated by reference herein. A copy of the legal opinion and consent of Mayer Brown International LLP, relating to the ordinary shares underlying the ADSs is filed as Exhibit 5.1 hereto and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement referred to above.
Item 8.01 Other Events.
On October 2, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit99.1 hereto and is incorporated herein by reference. On October 5, 2018, the Company issued a press release announcing that it had closed the Offering. A copy of this press release is attached as Exhibit99.2 hereto incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form8-K, including Exhibit99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing made by the Company under the Securities Act, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
GW PHARMACEUTICALS PLC ExhibitEX-1.1 2 tv504340_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 1,…To view the full exhibit click here
About GW PHARMACEUTICALS PLC (NASDAQ:GWPH)
GW Pharmaceuticals plc is involved in the development of cannabinoid prescription medicines using botanical extracts derived from the Cannabis Sativa plant. The Company develops a portfolio of cannabinoid medicines, including Epidiolex, which is an oral medicine for the treatment of refractory childhood epilepsies. The Company operates through three segments: Commercial, Sativex Research and Development (Sativex R&D), and Pipeline Research and Development. The Commercial segment distributes and sells the Company’s commercial products. The Sativex R&D segment seeks to maximize the potential of Sativex through the development of indications. The Sativex R&D segment focuses on the Phase III clinical development program of Sativex for use in the treatment of cancer pain. The Pipeline Research and Development segment seeks to develop cannabinoid medications other than Sativex across a range of therapeutic areas using the Company’s cannabinoid technology platform.
