IGNYTA, INC. (NASDAQ:RXDX) Files An 8-K Other Events
Item8.01
| Other Events. |
On May3, 2017, Ignyta, Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with J.P.
Morgan Securities LLC and Piper Jaffray Co. as representatives of
the several underwriters named therein (collectively, the
Underwriters), relating to the issuance and sale of 12,500,000
shares of the Companys common stock, par value $0.0001 per share
(the Common Stock). The price to the public in this offering is
$6.15 per share. The Underwriters have agreed to purchase the
shares from the Company to the Underwriting Agreement at a price
of $5.781 per share. In addition, under the terms of the
Underwriting Agreement, the Company has granted the Underwriters
a 30-day option to purchase up to 1,875,000 additional shares of
Common Stock (the Underwriters Option). On May4, 2017, the
Underwriters exercised in full the Underwriters Option.
The sale of the 14,375,000 shares of Common Stock was completed
on May9, 2017. The aggregate net proceeds to the Company from the
offering are expected to be approximately $82.8million, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company.
The offering is being made to the Companys effective registration
statement on Form S-3 (Registration Statement No.333-208743)
previously filed with and declared effective by the Securities
and Exchange Commission (the SEC) and a prospectus supplement and
accompanying prospectus filed with the SEC.
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
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 to this report and is incorporated by reference
herein. A copy of the opinion of Latham Watkins LLP relating to
the legality of the issuance and sale of Common Stock in the
offering is attached as Exhibit 5.1 to this report.
On May2, 2017, the Company issued a press release announcing the
proposed offering, on May4, 2017, the Company issued a press
release announcing the pricing of the offering, and on May9,
2017, the Company issued a press release announcing the closing
of the offering and the exercise in full of the Underwriters
Option. Copies of the press releases are attached hereto as
Exhibits 99.1, 99.2 and 99.3, respectively, to this report.
Forward-Looking Statements
This report contains forward-looking statements as that term is
defined in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Statements in this
report that are not purely historical are forward-looking
statements. Such forward-looking statements include, among other
things, references to the expected net proceeds of the offering.
Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors
include, among others, the risk and uncertainties associated with
market conditions and the satisfaction of customary closing
conditions relating to the offering, as well as risks and
uncertainties in the Companys business, including those risks
described in the Companys periodic reports it files with the SEC.
These forward-looking statements are made as of the date hereof,
andthe Companyassumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
Investors should consult all of the information set forth herein
and should also refer to the risk factor disclosure set forth in
the reports and other documents the Company files with theSEC
available atwww.sec.gov, including without limitation the
Companys Annual Report on Form 10-K for the year endedDecember
31, 2016and subsequent Quarterly Reports on Form 10-Q.
| Item9.01. | Financial Statements and Exhibits |
(d)Exhibits.
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated May3, 2017, by and among Ignyta, Inc. and J.P. Morgan Securities LLC and Piper Jaffray Co., as representatives of the several underwriters named therein |
|
| 5.1 | Opinion of Latham Watkins LLP | |
| 23.1 | Consent of Latham Watkins LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated May2, 2017 | |
| 99.2 | Press Release, dated May4, 2017 | |
| 99.3 | Press Release, dated May9, 2017 |
About IGNYTA, INC. (NASDAQ:RXDX)
Ignyta, Inc. is an oncology biotechnology company. The Company focuses on an integrated therapeutic (Rx) and companion diagnostic (Dx) strategy for treating cancer patients. Its Rx is focused on discovering, in licensing or acquiring, then developing and commercializing molecularly targeted therapies that, sequentially or in combination, are foundational for eradicating residual disease. Its Dx focuses on pairing the product candidates with biomarker-based companion diagnostics that are designed to identify, at the molecular level, the patients likely to benefit from the therapies. Its entrectinib is an orally bioavailable, small molecule tyrosine kinase inhibitor directed to the tropomyosin receptor kinase (Trk) family tyrosine kinase receptors (TrkA, TrkB and TrkC), ROS1 and anaplastic lymphoma kinase (ALK) proteins for the treatment of solid tumors. Its entrectinib is in Phase II/III of clinical development. Its taladegib is a small molecule and hedgehog or smoothened antagonist. IGNYTA, INC. (NASDAQ:RXDX) Recent Trading Information
IGNYTA, INC. (NASDAQ:RXDX) closed its last trading session up +0.05 at 6.65 with 591,030 shares trading hands.