RA PHARMACEUTICALS,INC. (NASDAQ:RARX) Files An 8-K Other Events
Item 8.01. Other Events.
On December11, 2018, Ra Pharmaceuticals,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, BMO Capital Markets Corp. and Stifel, Nicolaus& Company,Incorporated, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the public offering, issuance and sale by the Company of 8,387,097 shares of the Company’s common stock, $0.001 par value per share, at a public offering price of $15.50 per share, less underwriting discounts and commissions, to an effective shelf registration statement on FormS-3 (Registration No.333-221266) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,258,064 shares of its common stock at the public offering price, less underwriting discounts and commissions. On December 12, 2018, the Underwriters exercised their option to purchase additional shares in full. The closing of the offering and the option exercise is expected to occur on or about December14, 2018, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the offering of approximately $140.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to fund the clinical development of zilucoplan, including the Phase 3 clinical program in gMG and the advancement of other pipeline programs, and for working capital and general corporate and administrative expenses.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated by reference herein.
Latham& Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated December14, 2018, regarding the validity of the shares of common stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit5.1 to this Current Report on Form8-K.
Item 8.01. Financial Statements and Exhibits.
(d)Exhibits
Ra Pharmaceuticals, Inc. Exhibit
EX-1.1 2 a18-41344_5ex1d1.htm EX-1.1 Exhibit 1.1 Execution Version 8,…
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About RA PHARMACEUTICALS,INC. (NASDAQ:RARX)
Ra Pharmaceuticals, Inc. is a United States-based clinical-stage biopharmaceutical company. The Company focuses on the development of therapeutics for diseases of complement dysregulation and a range of orphan indications. It utilizes small molecules and peptide approaches to address pathological targets in the complement cascade. It has leveraged the Extreme Diversity peptide chemistry platform to develop a portfolio of products that selectively inhibit the complement system and other immune targets. Its main program, RA101495, is a macrocyclic peptide inhibitor of complement component 5 (C5), which is in Phase I stage of development for the treatment of paroxysmal nocturnal hemoglobinuria (PNH). RA101495 binds a site on the C5 protein to inhibit cleavage into C5a and C5b, thereby preventing red blood cell lysis by inhibiting the production and assembly of the membrane attack complex (MAC). RA101495 is being developed as an alternative to eculizumab therapy for patients with PNH.
