Idera Pharmaceuticals,Inc. (NASDAQ:IDRA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement
On November26, 2018,Idera Pharmaceuticals,Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with JMP Securities LLC (“JMP”), to which the Company may issue and sell shares of its common stock, $0.001 par value per share, having an aggregate offering price of up to $50,000,000 (the “Shares”) through JMP as its agent.
Subject to the terms and conditions of the Agreement, JMP will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions, by methods deemed to be an “at the market offering” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or if specified by the Company, by any other method permitted by law, including but not limited to in negotiated transactions. The Company or JMP may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions.
The Company has agreed to pay JMP commissions for its services in acting as agent in the sale of the Shares in the amount of 3.0% of gross proceeds from the sale of the Shares to the Agreement. The Company also has agreed to provide JMP with customary indemnification and contribution rights.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit1.1 and incorporated by reference herein.
Morgan, Lewis& Bockius LLP, counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit5.1 hereto.
The Shares to be sold under the Agreement, if any, will be issued and sold to the Company’s Registration Statement on FormS-3 (File No.333-219851), previously filed with the Securities and Exchange Commission (“SEC”) on August10, 2017, amended September1, 2017 and September8, 2017, and declared effective by the SEC on September8, 2017. A prospectus supplement related to the offering is being filed with the SEC on November26, 2018. This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
See the ExhibitIndex below, which is incorporated by reference herein.