Pfenex Inc. (NYSEMKT:PFNX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On March 15, 2018, Pfenex Inc. (the “Company”), entered into an Equity Sales Agreement (the “Sales Agreement”) with William Blair& Company, L.L.C. (“William Blair”) to sell shares of the Company’s common stock, par value $0.001 per share, having aggregate sales proceeds of up to $20million, from time to time, through an “at the market” equity offering program under which William Blair will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, William Blair may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made (i)directly on the NYSE American, (ii)on any other existing trading market for the common stock or (iii)to or through a market maker. William Blair will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the NYSE American. The Sales Agreement may be terminated by the Company upon five days’ notice to William Blair for any reason or by William Blair upon five days’ notice to the Company for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. Under the terms of the Sales Agreement, the Company may also sell shares to William Blair acting as principal for William Blair’s own account at prices agreed upon at the time of sale.
The Sales Agreement provides that William Blair will be entitled to compensation for its services that will equal 3.0% of the gross sales price per share of all shares sold through William Blair under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
The shares will be issued to the Company’s effective shelf registration statement on Form S-3 (File No.333-206625), as amended. The Company filed a prospectus supplement (the “Prospectus Supplement”), dated March 15, 2018, with the Securities and Exchange Commission in connection with the offer and sale of the shares to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Wilson Sonsini Goodrich& Rosati, Professional Corporation relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Pfenex Inc. ExhibitEX-1.1 2 d547897dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 PFENEX INC. Common Stock (par value $0.001 per share) Equity Sales Agreement March 15,…To view the full exhibit click here
About Pfenex Inc. (NYSEMKT:PFNX)
Pfenex Inc. is a clinical-stage biotechnology company. The Company is engaged in the development of biosimilar and therapeutic equivalent products to branded therapeutics and other high-value and difficult-to-manufacture proteins. Its lead product candidate is PF582, a biosimilar candidate to Lucentis (ranibizumab). Its next advanced product candidates are PF530 and PF708. PF530 is a biosimilar candidate to Betaseron (interferon beta-1b). PF708 is being developed as a therapeutically equivalent peptide to Forteo (teriparatide), which is for the treatment of osteoporosis. In addition to its three advanced product candidates, its pipeline includes over four other biosimilar candidates, as well as vaccines and next generation biologic candidates. Its product candidates are enabled by its protein production platform, Pfenex Expression Technology. It is also developing Px563L, an anthrax vaccine candidate, and Px533 as a prophylactic vaccine candidate against malaria infection.