Pain Therapeutics, Inc. (NASDAQ:PTIE) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01. Entry into a Material Definitive Agreement.
Capital on Demand™ Sales Agreement
OnFebruary8, 2018, Pain Therapeutics, Inc. (the “Company”) entered into an ATM Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (the “Agent”). Under the terms of the Sales Agreement, the Company may issue and sell up to $16.9 million of shares of its common stock, from time to time, to or through the Agent, acting as sales agent. Sales of the shares, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Global Select Market at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Company will pay the Agent compensation for sales of the shares equal to 3% of the aggregate sales price per share of shares sold through the Agent, as sales agent, under the Sales Agreement.
The Company is not obligated to sell and the Agent is not obligated to buy or sell any shares under the Sales Agreement. No assurance can be given that the Company will sell any shares under the Sales Agreement, or, if it does, as to the price or amount of shares that it sells, or the dates when such sales will take place.
The shares will be offered to the Company’s shelf registration statement on Form S-3 (Registration No. 333-217319), which became effective under the Securities Exchange Act of 1933, as amended, on July 31, 2017 (the “Shelf Registration Statement”).
A copy of the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. The foregoing description of the material terms of the Sales Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.
Morrison & Foerster LLP issued its opinion with respect to the legality of the shares of common stock that may be issued to the Sales Agreement, which opinionis attached hereto and incorporated herein by reference as Exhibit 5.1.
Capital on Demand is a trademark of JonesTrading Institutional Services LLC.
ITEM 9.01.Financial Statements and Exhibits.
(d) Exhibits.
PAIN THERAPEUTICS INC ExhibitEX-1.1 2 ptie-20180208xex1_1.htm EX-1.1 Exhibit 11 Sales Agreement Exhibit 1.1 Execution Version PAIN THERAPEUTICS,…To view the full exhibit click here
About Pain Therapeutics, Inc. (NASDAQ:PTIE)
Pain Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on drug development efforts on disorders of the nervous system, such as chronic pain. The Company’s lead drug candidate, REMOXY, is an abuse-deterrent, oral formulation of oxycodone (CII). The Company’s other products is FENROCK. REMOXY is a painkiller with a formulation designed to reduce potential risks of unintended use. The Company has developed REMOXY to make oxycodone difficult to abuse yet provide approximately 12 hours of steady pain relief when used by patients. REMOXY is intended to meet the needs of healthcare prescribing opioid drugs and seeking to minimize the risks of drug diversion, abuse or accidental patient misuse. The Company’s drug candidate FENROCK is an abuse-deterrent transdermal pain patch in the pre-Investigational new drug-stage of development. FENROCK is designed to provide pain relief over 72 hours.