PROTEOSTASIS THERAPEUTICS, INC. (NASDAQ:PTI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March23, 2018, Proteostasis Therapeutics,Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with Leerink Partners LLC (“Leerink”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Placement Shares”) through Leerink as its sales agent. The issuance and sale, if any, of the Placement Shares by the Company under the Agreement will be made to the Company’s effective registration statement on Form S-3 (Registration Statement No.333-218545). A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Placement Shares is attached as Exhibit5.1 hereto.
Leerink may sell the Placement Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The NASDAQ Global Market (“Nasdaq”) or on any other existing trading market for the Common Stock. Leerink will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Leerink a commission equal to 3.0 percent (3.0%)of the gross sales proceeds of any Placement Shares sold through Leerink under the Agreement, and also has provided Leerink with customary indemnification and contribution rights.
The Company is not obligated to make any sales of Common Stock under the Agreement. The Company or Leerink may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. Leerink will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the 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. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 1.01 | Financial Statements and Exhibits. |
(d)Exhibits
PROTEOSTASIS THERAPEUTICS, INC. ExhibitEX-1.1 2 d536313dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 PROTEOSTASIS THERAPEUTICS,…To view the full exhibit click here
About PROTEOSTASIS THERAPEUTICS, INC. (NASDAQ:PTI)
Proteostasis Therapeutics, Inc. is a biopharmaceutical company. The Company is engaged in discovery and development of therapeutics that treat diseases caused by an imbalance in the proteostasis network, a set of pathways that control protein biosynthesis, folding, trafficking and clearance. It has developed the Disease Relevant Translation (DRT) technology platform, a drug screening approach for identifying highly translatable therapeutics based on predictive and functionally pertinent phenotypic assays and disease relevant models. Using this platform, it has identified a new class of small molecules, amplifiers that modulate proteins in the proteostasis network. It is developing and intend to commercialize its lead amplifier of CFTR protein, PTI-428, to improve CFTR protein function. It also focuses on developing PTI-NC-733, PTI-130, Usp14 program and unfolded protein response (UPR) program. PTI-130 is a small molecule amplifier.
