RADIUS HEALTH, INC. (NASDAQ:RDUS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August8, 2017, Radius Health,Inc. (the “Company”) and J.P. Morgan Securities LLC and Morgan Stanley& Co. LLC, on their own behalf and as representatives of the several underwriters (the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”) to which the Company agreed to issue and sell $300million aggregate principal amount of 3.00% Convertible Senior Notes due 2024 (the “Notes”) to the Underwriters. to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional $45million of 3.00% Convertible Senior Notes due 2024 solely to cover over-allotments.
The Company intends to use the net proceeds from the offering to support the U.S. commercial launch of TYMLOS™ (abaloparatide) injection andthe development of its life cycle management activities, such as the Company’s investigational abaloparatide transdermal patch, and to advance the development of itspipeline of product candidates, including a Phase 2 clinical trial of elacestrant (RAD1901) in breast cancer and a Phase 1 study of RAD140 in breast cancer, and for general corporate purposes.
The closing of the issuance and sale of Notes is expected to occur on or about August14, 2017, subject to the satisfaction of customary closing conditions.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 above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit1.1 hereto and is incorporated herein by reference.
Goodwin Procter LLP, counsel to the Company, has issued an opinion to the Company, dated August8, 2017, relating to the offering and sale of the Notes 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 1.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of August8, 2017, among Radius Health, Inc. and J.P. Morgan Securities LLC and Morgan Stanley& Co. LLC, on their own behalf and as representatives of the several underwriters named in Schedule 1 thereto. |
| 5.1 | Opinion of Goodwin Procter LLP, counsel to the Company, dated as of August8, 2017. |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
Radius Health, Inc. ExhibitEX-1.1 2 d398507dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Draft Radius Health,…To view the full exhibit click here
About RADIUS HEALTH, INC. (NASDAQ:RDUS)
Radius Health, Inc. is a biopharmaceutical company focused on developing therapeutics in the areas of osteoporosis, oncology and endocrine diseases. Its product candidate, the investigational drug abaloparatide for subcutaneous injection, has completed Phase III development for use in the reduction of fracture risk in postmenopausal women with osteoporosis. Its clinical pipeline also includes an investigational abaloparatide transdermal patch for use in osteoporosis and the investigational drug RAD1901 for use in hormone-driven and hormone-resistant breast cancer, and vasomotor symptoms in postmenopausal women. Its preclinical pipeline includes RAD140, a non-steroidal, selective androgen receptor modulator (SARM) under investigation for use in cancer.
