HALOZYME THERAPEUTICS, INC. (NASDAQ:HALO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May 18, 2017, Halozyme Therapeutics, Inc., a Delaware
corporation (the Company), entered into
an Underwriting Agreement (the Underwriting
Agreement) with Wells Fargo Securities, LLC and
Deutsche Bank Securities Inc., as representatives of the several
underwriters named therein (the
Underwriters), relating to the issuance
and sale of 10,000,000 shares of the Companys common stock, par
value $0.001 per share (the Offering).
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 Underwriting Agreement at a price of $11.75 per
share. Under the terms of the Underwriting Agreement, the Company
has also granted the Underwriters a 30-day option to purchase up
to an additional 1,500,000 shares of common stock at the initial
offering price, less underwriting discounts and commissions. The
net proceeds to the Company from the Offering are expected to be
approximately $117.24million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company, assuming no exercise by the Underwriters of their
option to purchase additional shares of common stock. The
transactions contemplated by the Underwriting Agreement are
expected to close on May 24, 2017, subject to the satisfaction of
customary closing conditions.
The Offering is being made to the Companys automatic shelf
registration statement on Form S-3 (File No.333-216315), as
supplemented by a preliminary and final prospectus supplement
thereunder, filed with the Securities and Exchange Commission
(the SEC) to Rule 424(b) under the
Securities Act of 1933, as amended (the Securities
Act).
The Underwriting
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, other
obligations of the parties and termination provisions. The
foregoing description of the terms of the Underwriting Agreement
is qualified in its entirety by the Underwriting Agreement, a
copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The legal opinion,
including the related consent, of DLA Piper LLP (US) relating to
the legality of the shares issued and sold in the Offering is
filed as Exhibit 5.1 to this Current Report.
This Current
Report contains forward-looking statements that involve risk and
uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of net proceeds expected
from the Offering. The risks and uncertainties involved include
the Companys ability to satisfy certain conditions to closing on
a timely basis or at all, as well as other risks detailed from
time to time in the Companys SEC filings.
| Item8.01 | Other Events. |
OnMay 18, 2017,
the Company issued a press release announcing that it had
commenced the Offering, and on May 18, 2017, the Company issued a
press release announcing that it had priced the Offering. Copies
of these press releases are filed as Exhibits99.1 and99.2 hereto,
respectively.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
The information
set forth in the Exhibit Index immediately following the page to
this Current Report on Form 8-K is incorporated by reference into
this Item 9.01.
About HALOZYME THERAPEUTICS, INC. (NASDAQ:HALO)
Halozyme Therapeutics, Inc. is a biotechnology company focused on developing and commercializing oncology therapies. The Company operates in research, development and commercialization of enzymes segment. This segment also includes research and development, and bulk rHuPH20 manufacturing activities conducted under its collaborative agreements with third parties, and product sales of Hylenex recombinant. Its development pipeline consists of clinical-stage product candidates in oncology. Its lead oncology program is PEGPH20 (polyethylene glycol (PEG)ylated recombinant human hyaluronidase), a molecular entity being developed for the systemic treatment of tumors, which accumulate HA. It is in Phase II and Phase III clinical testing for PEGPH20 in stage IV pancreatic ductal adenocarcinoma (Studies 109-202 and 109-301); Phase Ib clinical testing in non-small cell lung cancer (Study 107-201), and in Phase Ib clinical testing in non-small cell lung cancer and gastric cancer (Study 107-101). HALOZYME THERAPEUTICS, INC. (NASDAQ:HALO) Recent Trading Information
HALOZYME THERAPEUTICS, INC. (NASDAQ:HALO) closed its last trading session down -1.25 at 12.91 with 915,582 shares trading hands.