Immune Design Corp. (NASDAQ:IMDZ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On October24, 2017, Immune Design Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, Cowen and Company, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters (the “Underwriters”), relating to the issuance and sale by the Company of 19,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $4.10 per share. to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase additional shares of Common Stock in an amount not to exceed 2,925,000 shares. The net proceeds to the Company from this offering, excluding any exercise by the underwriters of their 30-day option to purchase additional shares, are expected to be approximately $74.9million after deducting underwriting discounts and commissions and estimated expenses payable by the Company. The closing of the sale of the Shares is expected to occur on or about October27, 2017, subject to customary closing conditions.
The Underwriting Agreement includes certain customary representations, warranties and covenants by the Company, and it provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any of those liabilities. 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 does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
The Shares were offered and sold to the Company’s Registration Statement on Form S-3 (Registration No.333-206324), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), and a prospectus supplement. A copy of the legal opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares is filed herewith as Exhibit 5.1.
On October23, 2017, the Company issued a press release announcing that it had commenced the offering. On October24, 2017, the Company issued a press release announcing the pricing of the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Neither the disclosures in this Current Report on Form 8-K nor the attached press releases shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 1.01. | Financial Statements and Exhibits. |
(d)Exhibits.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Each of these forward-looking statements involves various risks and uncertainties, which include, without limitation, risks associated with market conditions and the satisfaction of closing conditions related to the offering. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this report include statements relating to the Company’s expectations regarding the completion and timing of the offering. There can be no assurance that the Company will be able to complete the offering on the anticipated terms, or at all. Factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this report are discussed in the Company’s filings with the SEC, including under the heading “Risk Factors” contained therein. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.
Immune Design Corp. ExhibitEX-1.1 2 d484948dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 19,…To view the full exhibit click here
About Immune Design Corp. (NASDAQ:IMDZ)
Immune Design Corp. is a clinical stage immunotherapy company. The Company focuses on cancer with in vivo approaches designed to enable the body’s immune system to fight disease. The Company is developing multiple product candidates from its discovery platforms, including ZVex and GLAAS. ZVex is a discovery platform that uses a vector to generate product candidates designed to create cytotoxic T cells (CTLs) in vivo. The ZVex vector is a delivery system based on a hybrid, re-engineered virus designed to carry the genetic information of selected tumor antigen in whole or selected epitopes selectively to dendritic cells (DCs) in the skin. When injected into a cancer patient, a ZVex-based product candidate is designed to interact only with these DCs, delivering the tumor antigen in the form of ribonucleic acid (RNA). GLA Adjuvant Systems (GLAAS) is a discovery platform that works in vivo and is based on a synthetic molecule called glucopyranosyl lipid A (GLA).