OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01Entry into a Material Definitive Agreement.
On February23, 2017, Orexigen Therapeutics, Inc. (the Company)
entered into an indenture, dated as of February23, 2017 (the
Indenture), between the Company and U.S. Bank National
Association, as trustee (the Trustee), governing the Companys new
2.75% Convertible Exchange Senior Notes due 2020 (the New Notes).
Approximately $49.6 million in aggregate principal amount of the
Companys 2.75% Convertible Senior Notes due 2020 were exchanged
for an equal principal amount of New Notes in a private placement
exempt from registration in reliance on Section4(a)(2) and
Regulation D of the Securities Act of 1933, as amended (the
Securities Act).
This Current Report on Form 8-K does not constitute an offer to
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.
Descriptions of the New Notes and the Indenture are set forth in
Item8.01 in the Current Report on Form 8-K filed by the Company
on February17, 2017 and are incorporated by reference herein.
Such descriptions and the descriptions otherwise herein do not
purport to be complete and are qualified in their entirety by
reference to the Indenture and the form of New Note, which are
attached hereto as Exhibit 4.1 and incorporated by reference
herein.
Item2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item3.02Unregistered Sales of Equity Securities.
The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item9.01Financial Statements and Exhibits.
(d)Exhibits.
| 4.1 |
Indenture, dated as of February23, 2017, by and between Orexigen Therapeutics, Inc. and U.S. Bank National Association, as trustee. |
|
| 4.2 | Form of New Note (included in Exhibit 4.1) |
About OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX)
Orexigen Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the treatment of obesity. The Company’s product, Contrave, is approved in the United States by the United States Food and Drug Administration as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kilograms per square meter or greater (obese) or 27 kilograms per square meter or greater (overweight) in the presence of a weight-related comorbid condition. Contrave is a combination of generic drug components, each of which has received regulatory approval for other indications and has been commercialized in the United States and in a range of member countries of the European Union. Contrave regulates appetite and energy expenditure through central nervous system (CNS) activity. Contrave is a fixed dose combination of bupropion hydrochloride (HCl) extended release (ER) and naltrexone HCl ER. OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) Recent Trading Information
OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) closed its last trading session up +0.46 at 4.44 with 271,968 shares trading hands.
