LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01
| ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On March22, 2017, La Jolla Pharmaceutical Company (we,
La Jolla or the Company) entered into an
underwriting agreement (the Underwriting Agreement) with
J.P. Morgan Securities LLC and Cowen and Company, LLC, as
representatives of the several underwriters (the
Underwriters), to which we agreed to issue and sell an
aggregate of 3,731,344 shares of our common stock (the
Shares) to the Underwriters (the Offering). The
Shares were sold at a public offering price of $33.50 per Share,
and were purchased by the Underwriters from us at a price of
$31.49 per Share. Under the terms of the Underwriting Agreement,
we granted the Underwriters an option for 30 days from the date
of the Underwriting Agreement to purchase up to an additional
559,700 shares of our common stock (the Optional Shares).
We estimate that the net proceeds we will receive from the
Offering, not including the proceeds from the sale of any of the
Optional Shares that may be purchased by the Underwriters
following the exercise of their option, will be approximately
$117,250,023, after deducting the Underwriters discounts and
commissions and estimated offering expenses payable by us, and
without regard to any reimbursement of certain offering-related
expenses by the Underwriters.
The Offering was made to La Jollas shelf registration statement
(File No.333-214721), including a base prospectus, which was
declared effective by the United States Securities and Exchange
Commission (the SEC) on December8, 2016. The specific
terms of the offering are described in a prospectus supplement to
be filed with the SEC in connection with the offering.
The Offering is expected to close on March28, 2017, subject to
the satisfaction of customary closing conditions. In the
Underwriting Agreement, the Company agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to
payments that the Underwriters may be required to make because of
such liabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to such
exhibit.
A copy of the opinion of Gibson, Dunn Crutcher LLP relating to
the validity of the securities issued in the Offering is filed
herewith as Exhibit 5.1.
| ITEM9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)Exhibits.
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated March22, 2017, among La Jolla |
|
| 5.1 | Opinion of Gibson, Dunn Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn Crutcher (contained in Exhibit 5.1) |
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About LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC)
La Jolla Pharmaceutical Company is a biopharmaceutical company. The Company is focused on the discovery, development and commercialization of therapies to improve outcomes in patients suffering from life-threatening diseases. It is engaged in the research, development and commercialization of its technologies and drug candidates for pharmaceutical products. Its product candidates in development include LJPC-501, LJPC-401, LJPC-30Sa and LJPC-30Sb. The Company is developing LJPC-501 for the treatment of catecholamine-resistant hypotension (CRH). The Company is developing LJPC-401 for the treatment of iron overload, which occurs as a result of diseases, such as hereditary hemochromatosis, beta thalassemia, sickle cell disease and myelodysplastic syndrome. It is developing LJPC-30Sa and LJPC-30Sb not only for the treatment of serious bacterial infections but also for the potential treatment of rare genetic disorders, such as cystic fibrosis and Duchenne muscular dystrophy. LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC) Recent Trading Information
LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC) closed its last trading session up +0.91 at 35.02 with 3,756,527 shares trading hands.