NewLink Genetics Corporation (NASDAQ:NLNK) Files An 8-K Other Events

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NewLink Genetics Corporation (NASDAQ:NLNK) Files An 8-K Other Events
Item 8.01 Other Events.

On October 3, 2017, NewLink Genetics Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Stifel, Nicolaus & Company, Incorporated, representatives of the several underwriters (the “Underwriters”) relating to the offering, issuance and sale (the “Offering”) of 5,000,000 shares of the Company’s common stock, par value $0.01 per share. to the Underwriting Agreement, the Underwriters have agreed to purchase the shares of common stock from the Company at a price of $9.635 per share, which will result in approximately $48 million of net proceeds to the Company after deducting estimated offering expenses. The offering is expected to close on or about October 6, 2017, subject to customary closing conditions. The shares of common stock will be listed on The NASDAQ Global Market. The Underwriters have a 30-day option to purchase up to an additional 750,000 shares of common stock. All of the shares in the offering are being sold by the Company.

The Offering is being made to a written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration No. 333-205234), previously filed with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 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 Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

Section9 – Financial Statements and Exhibits

Item 9.01.FinancialStatements and Exhibits.

(d) Exhibits.

ExhibitNumber

Description

1.1

Underwriting Agreement, dated October 3, 2017

5.1

Opinion of Cooley LLP

23.1

Consent of Cooley LLP (contained in Exhibit 5.1)


NEWLINK GENETICS CORP Exhibit
EX-1.1 2 nlnk-20171004x8kxex11.htm EXHIBIT 1.1 Exhibit Exhibit 1.15,…
To view the full exhibit click here

About NewLink Genetics Corporation (NASDAQ:NLNK)

NewLink Genetics Corporation is a biopharmaceutical company focused on discovering, developing and commercializing immunotherapeutic products for cancer treatment. The Company’s portfolio includes biologic and small-molecule immunotherapy product candidates for a range of oncology indications. Its biologic product candidates are based on its HyperAcute immunotherapy technology platform, which is designed to stimulate the human immune system. Algenpantucel-L is its clinically advanced product candidate for patients with pancreatic cancer. Its additional HyperAcute cellular HyperAcute Cellular Immunotherapy product candidates in clinical development include tergenpumatucel-L and dorgenmeltucel-L for patients with advanced lung cancer and melanoma. It has two small-molecule product candidates in clinical development: GDC-0919 and indoximod. These product candidates are indoleamine-2, 3-dioxygenase (IDO) pathway inhibitors and focus on breaking the immune system’s tolerance to cancer.