Kadmon Holdings, Inc. (NYSE:KDMN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On September 26, 2017, Kadmon Holdings, Inc. (the “Company”) entered into the following agreements in connection with offerings of an aggregate of 24,000,000 shares of its common stock, par value $0.001 per share (the “Shares”), together with accompanying warrants to purchase an aggregate of 9,600,000 shares of its common stock (the “Warrants”) at a combined public offering price of $3.001 per share and accompanying warrant: (i) an underwriting agreement (the “Underwriting Agreement”), with Jefferies LLC and Piper Jaffray & Co., as representatives of the several underwriters, relating to an underwritten offering (the “Underwritten Offering”) of 18,500,000 shares of common stock, together with accompanying warrants to purchase an aggregate of 7,400,000 shares of common stock; and (ii) subscription agreements (collectively, the “Subscription Agreements”) with certain institutional investors, relating to a registered direct offering (the “Direct Offering” and, together with the Underwritten Offering, the “Offerings”) of an aggregate of 5,500,000 shares of common stock, together with accompanying warrants to purchase an aggregate of 2,200,000 shares of common stock. In addition, the Underwriting Agreement provides the underwriters in the Underwritten Offering a 30-day option to purchase up to an additional 2,775,000 shares of common stock and/or warrants to purchase an additional 1,110,000 shares of common stock from the Company (the “Underwriters’ Option”).
The Shares and Warrants are being sold in combination, with one Warrant for each Share sold, representing the right to purchase 0.40 shares of common stock. The combined purchase price to the public for each Share and accompanying Warrant is $3.001. The combined purchase price to be paid to the Company for each Share and accompanying Warrant will be $2.82094. The closing of the Underwritten Offering is expected to take place on September 28, 2017, subject to the satisfaction of customary closing conditions. The closing of the Direct Offering is expected to take place on September 28, 2017 with respect to certain institutional investors and on or about October 10, 2017 with respect to other institutional investors, in each case subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the Offerings, including the exercise of the Underwriters’ Option but excluding the proceeds, if any, from the exercise of the Warrants issued in the Offerings, will be approximately $75.3 million after deducting the underwriting discount and estimated offering expenses payable by the Company.
The Warrants may be exercised at any time on or after September 28, 2017 until September 28, 2022. The initial exercise price for the Warrants will be $3.35, subject to appropriate adjustment in the event of certain stock splits, dividends, recapitalizations or similar events affecting the Company’s common stock.
The Shares and Warrants are being offered and sold to the Company’s shelf registration statement on Form S-3 (Registration No. 333-219712) registering an aggregate of $150 million of designated securities of the Company (the “Registration Statement”). The Registration Statement was declared effective by the SEC on August 11, 2017.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, 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 agreements 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.
Upon the closing of the Offerings, the Company will enter into a warrant agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company, LLC (the “Warrant Agent”), to which the Warrants will be issued and the Warrant Agent will act as warrant agent for the Warrants. The terms and conditions of the Warrants are set forth in the Warrant Agreement and the form of Warrant Certificate attached as Exhibit A thereto.
A copy of the legal opinion of Davis Polk & Wardwell LLP, relating to the Shares and the Warrants issued in the Offerings, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The foregoing summaries of the terms of the Underwriting Agreement, the Warrants and the Subscription Agreements are subject to, and qualified in their entirety by such documents attached herewith as Exhibits 1.1, 4.1, and 10.1, to this Current Report on Form 8-K and are incorporated by reference herein.
On September 26, 2017, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical facts contained in this Current Report on Form 8-K may be forward-looking statements. Such statements include, but are not limited to the Company’s issuance of securities and the amount of proceeds from the Offerings and the closing of the Offerings. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For example, there are risks associated with the Underwriters and institutional investors fulfilling their respective obligations to purchase the Shares and the Warrants and the Company’s ability to satisfy its conditions to close the Offerings. Risk factors that may cause actual results to differ are discussed in the Company’s SEC filings, including its annual report on Form 10-K for the year ended December 31, 2016. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 4.1 | Form of Warrant Agreement |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. |
| 10.1 | Form of Subscription Agreement, dated September 26, 2017. |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
Kadmon Holdings, Inc. ExhibitEX-1.1 2 dp81018_ex0101.htm EXHIBIT 1.1 Exhibit 1.1 Kadmon Holdings,…To view the full exhibit click here
About Kadmon Holdings, Inc. (NYSE:KDMN)
Kadmon Holdings, Inc. is an integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address disease areas of various unmet medical needs. The Company is developing product candidates in a number of indications within autoimmune and fibrotic disease, oncology and genetic diseases. Its product pipeline consists of KD025, Tesevatinib and KD034. The Company’s other products include Ribasphere RibaPak, Ribasphere, Qsymia, Tetrabenazine and Valganciclovir. KD025 is an orally available, selective small molecule inhibitor of Rho-associated coiled-coil kinase 2 (ROCK2), a molecular target in multiple autoimmune, fibrotic and neurodegenerative diseases. Tesevatinib is an oral tyrosine kinase inhibitor (TKI) designed to block key molecular drivers of tumor growth, metastases and drug resistance. KD034 is the Company’s portfolio of enhanced formulations of trientine hydrochloride for the treatment of Wilson’s disease.