Kadmon Holdings, Inc. (NYSE:KDMN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 the lead investor and the total amount the Company may
receive if all of the Warrants (as defined below) are exercised.
Accordingly, this Amendment amends and restates Item 1.01 and
Item 3.02 of the Original Filing to add references to the
Exhibits, amends and restates Item 1.01 to add the information
described in the immediately preceding sentence and supplements
Item 9.01 of the Original Filing to file the Exhibits.
Item 1.01. Entry Into a Material Definitive Agreement.
On March 8, 2017, Kadmon Holdings, Inc. (the Company) entered
into a Securities Purchase Agreement (the Purchase Agreement)
with the investors party thereto (the Investors), led by
Perceptive Life Sciences Master Fund LTD, to which the Company,
in a private placement, agreed to issue and sell to the Investors
an aggregate of 6,767,855 shares of the Companys common stock,
par value $0.001 per share (the Common Stock) at a price per
share of $3.36 (the Shares), each share issued with a warrant
(the Warrants) to purchase 0.40 shares of Common Stock (the
Warrant Shares) at an exercise price of $4.50 (the Exercise
Price) with an exercise period expiring thirteen months after
closing (the Term), for gross proceeds of approximately $23
million (the Private Placement). If all of the Warrants are
exercised at the Exercise Price during the Term, the Company will
receive proceeds of approximately $12 million and will issue an
aggregate of 2,707,138 Warrant Shares. The Company retained
Jefferies LLC (Jefferies) and Piper Jaffray Co. (Piper Jaffray)
as the exclusive placement agents for the Private Placement and
agreed to pay them a fee equal to 6.0% of the aggregate gross
proceeds from the Private Placement plus the reimbursement of
certain expenses. The Company will use the net proceeds from the
Private Placement for general corporate purposes.
In connection with the Private Placement, the Company also
entered into a Registration Rights Agreement dated March 8, 2017
(the Registration Rights Agreement) with the Investors. to the
terms of the Registration Rights Agreement, the Company will be
obligated to prepare and file with the Securities and Exchange
Commission (the SEC) a registration statement (the Registration
Statement) to register for resale the Shares and the Warrant
Shares on or prior to the date 30 days following the closing of
the Private Placement, which Registration Statement is required
under the Registration Rights Agreement to become effective no
later than 60 days following the closing of the Private Placement
in the event the Registration Statement is not subject to review
by the SEC or 90 days following the closing of the Private
Placement in the event the Registration Statement is subject to
review by the SEC.
Jefferies or its affiliates has provided, and Jefferies or its
affiliates and Piper Jaffray or its affiliates may in the future
provide, certain commercial banking, financial advisory and
investment banking services in the ordinary course of business
for the Company, its subsidiaries and its affiliates, for which
they receive customary fees and commissions.
The foregoing descriptions of the Purchase Agreement, the
Registration Rights Agreement and the Warrants do not purport to
be complete and are qualified in their entirety by reference to
the full text of the Purchase Agreement, the Registration Rights
Agreement and the form of Warrant, which are filed as Exhibits
10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the
Purchase Agreement and the Registration Rights Agreement were
made solely for the benefit of the parties to the Purchase
Agreement and the Registration Rights Agreement and may be
subject to limitations agreed upon by the contracting parties.
Accordingly, the Purchase Agreement and the Registration Rights
Agreement are incorporated herein by reference only to provide
investors with information regarding the terms of the Purchase
Agreement and the Registration Rights Agreement and not to
provide investors with any other factual information regarding
the Company or its business, and should be read in conjunction
with the disclosures in the Companys periodic reports and other
filings with the SEC.
Item 3.02. Unregistered Sales of Equity Securities.
to the private placement described in Item 1.01 of this Current
Report on Form 8-K, which description is incorporated by
reference into this Item 3.02 in its entirety, on March 8, 2017,
the Company sold the Shares and the Warrants to the Investors in
reliance on the exemption from the registration requirements of
the Securities Act of 1933, as amended (the Securities Act)
afforded by Section 4(a)(2) of the Securities Act. The sale of
the Shares to the Purchase Agreement has not been registered
under the Securities Act or any state securities laws. The
Shares, the Warrants and the Warrant Shares may not be offered or
sold in the United States absent registration or an exemption
from registration under the Securities Act and any applicable
state securities laws. Neither this Current Report on Form 8-K
nor any exhibit attached hereto is an offer to sell or the
solicitation of an offer to buy shares of Common Stock or other
securities of the Company.
The Purchase Agreement, the Registration Rights Agreement and the
form of Warrant are filed as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
Securities Purchase Agreement, dated March 8, 2017, by |
10.2 |
Registration Rights Agreement, dated March 8, 2017, by |
10.3 |
Form of Warrant to Purchase Common Stock |
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.
Kadmon Holdings, Inc. (NYSE:KDMN) Recent Trading Information
Kadmon Holdings, Inc. (NYSE:KDMN) closed its last trading session up +0.06 at 3.42 with 179,805 shares trading hands.