IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
Form 8-K is incorporated herein by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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Form 8-K is incorporated herein by reference.
| Item 8.01. |
Other Events.
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(the Company) entered into separate privately negotiated exchange
agreements with certain holders of its 2.75% Convertible Senior
Notes due 2019 (the 2019 Notes) to exchange in a private
placement in reliance on Section 4(a)(2) and Regulation D of the
Securities Act of 1933, as amended (the Securities Act), $60.8
million in aggregate principal amount of 2019 Notes (the Exchange
Transactions) for an estimated $182.7 million in aggregate
principal amount (based on todays closing price of the Companys
common stock of $51.92) of the Companys 1.00% Convertible Senior
Notes due 2021 (the 2021 Notes), subject to the final exchange
ratio (which is calculated by reference to the volume-weighted
average closing price of the Companys common stock over a five
trading day period ending on December 28, 2016 (the valuation
period)).
Transactions will occur on or about December 30, 2016. The
Company expects that the exchange holders will purchase shares of
the Companys common stock during the valuation period, which
could increase (or reduce the size of any decrease in) the market
price of the Companys common stock.
in principal amount of the 2019 Notes will remain outstanding.
indenture related to the 2021 Notes, dated as of November 17,
2014, between the Company and Wells Fargo Bank, National
Association, as trustee (the Indenture), and the terms of the new
2021 Notes will be the same as the existing 2021 Notes.
incorporated by reference to the Companys Current Report on Form
8-K filed on November 21, 2014 and qualified in its entirety by
reference to the text of the Indenture, a copy of which was
attached as Exhibit 4.1 to such Current Report on Form 8-K. The
description of the exchange agreements, including the formula for
determining the exchange ratio of 2021 Notes for 2019 Notes in
the Exchange Transactions, is qualified in its entirety by
reference to the form of exchange agreement, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
sell or the solicitation of an offer to buy any securities, nor
shall it constitute an offer to sell, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. These securities have not been registered under the
Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States or to
U.S. persons except to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state laws.
| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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99.1
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Form of Exchange Agreement
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statements regarding the expected closing and the terms of the
Exchange Transactions. Such statements are subject to certain
risks and uncertainties, including the ability to satisfy closing
conditions specified in the exchange agreements. The Companys
forward-looking statements also involve assumptions that, if they
never materialize or prove correct, could cause its results to
differ materially from those expressed or implied by such
forward-looking statements. Although the Companys forward-looking
statements reflect the good faith judgment of its management,
these statements are based only on facts and factors currently
known by the Company. As a result, you are cautioned not to rely
on these forward-looking statements. These and other risks
concerning the Company are described in additional detail in the
Companys Annual Report on Form 10-K for the year ended December
31, 2015, and its most recent Quarterly Report on Form 10-Q,
which are on file with the SEC. Copies of these and other
documents are available from the Company.
Inc.
About IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS)
Ionis Pharmaceuticals, Inc., formerly Isis Pharmaceuticals, Inc., is engaged in discovering and developing ribonucleic acid-targeted (RNA-targeted) therapeutics. The Company operates through two segments: Ionis Core and Akcea Therapeutics. The Company’s Ionis Core segment is developing a drug discovery platform. The Company’s Akcea Therapeutics segment consists of the operations of its subsidiary, Akcea Therapeutics, Inc., which develops and commercializes drugs for cardiometabolic disorders. The Company is developing transformational drugs, which include nusinersen, IONIS-TTR and volanesorsen that are designed to treat patients with orphan diseases. In addition to its Phase III programs, the Company has a pipeline of drugs in Phase II development, which includes IONIS-FXI and IONIS-APO(a)-L. Its Phase II pipeline includes drugs to treat patients with severe and rare diseases, viral infections, ocular diseases, metabolic disorders and cardiovascular diseases. IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS) Recent Trading Information
IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS) closed its last trading session up +2.75 at 51.92 with 3,076,200 shares trading hands.
