OREXIGEN THERAPEUTICS, Inc. (NASDAQ:OREX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On November 27, 2017, Orexigen Therapeutics, Inc. (the “Company”) entered into privately-negotiated exchange agreements (the “Exchange Agreements”) with holders of its 2.75% Convertible Exchange Senior Notes due 2020 and 2.75% Convertible Senior Notes due 2020. to the Exchange Agreements, the Company agreed to issue an aggregate of 2,135,268 shares of its common stock, par value $0.001 per share (the “Exchange Shares”), in exchange for approximately $6,460,000 in aggregate principal amount of notes.The closing of these exchange transactions occurred on November 30, 2017.
The terms of the Exchange Agreements are substantially in the form attached hereto as Exhibit 10.1, which is incorporated by reference herein.
Item 3.02Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered the Exchange Shares in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended. This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Exchange Agreement.
Orexigen Therapeutics, Inc. ExhibitEX-10.1 2 orex-ex101_6.htm EX-10.1 orex-ex101_6.htm EXHIBIT 10.1 OREXIGEN THERAPEUTICS,…To view the full exhibit click here
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.