RA PHARMACEUTICALS,INC. (NASDAQ:RARX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May9, 2018, Ra Pharmaceuticals,Inc. (the “Company” or “we”) entered into a Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus& Company,Incorporated. (“Stifel”) to which the Company may sell from time to time, at its option, up to an aggregate of $50.0 million of shares of its common stock (the “Shares”) through Stifel, as sales agent. Sales of the Shares, if any, will be made under the Company’s previously filed and currently effective Registration Statement onFormS-3(Reg. No.333-221266) by methods deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Stifel will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any shares of its common stock to the Sales Agreement. The Company will pay Stifel a commission of up to 3.00% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide Stifel with customary indemnification rights. The offering of the Shares will terminate upon the earliest of (a)the sale of all of the Shares or (b)the termination of the Sales Agreement by the Company or Stifel.
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 Exhibit10.1 to this Current Report on Form8-K and is incorporated herein by reference.
Latham& Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated May9, 2018, regarding the validity of the shares of common stock to be issued and sold to the Sales Agreement. A copy of the opinion is filed as Exhibit5.1 to this Current Report on Form8-K.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of any 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 9.01 Financial Statements and Exhibits.