SPRING BANK PHARMACEUTICALS, INC. (NASDAQ:SBPH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On June 22, 2017, Spring Bank Pharmaceuticals, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Cantor Fitzgerald Co. and William Blair Company,
L.L.C., as representatives of the several underwriters named
therein (collectively, the Underwriters), relating to the
issuance and sale (the Offering) of 2,884,615 shares of common
stock, par value $0.0001 per share, of the Company. The price to
the public in the Offering is $13.00 per share, and the
Underwriters have agreed to purchase the shares from the Company
to the Underwriting Agreement at a price of $12.22 per share. The
net proceeds to the Company from the Offering are expected to be
approximately $35.0 million after deducting underwriting
discounts and commissions and other estimated offering expenses.
Under the terms of the Underwriting Agreement, the Underwriters
have an option, exercisable for 30 days, to purchase up to an
additional 432,692 shares of the Companys common stock at the
public offering price less the underwriting discounts and
commissions. The Offering is expected to close on or about June
27, 2017, subject to satisfaction of customary closing
conditions.Cantor Fitzgerald Co. and William Blair Company,
L.L.C. are acting as joint book-running managers for the
Offering. Chardan is acting as co-manager for the Offering.
The shares will be issued to the Companys shelf registration
statement on Form S-3 (File No. 333- 218399) initially filed with
the Securities and Exchange Commission (the Commission) on June
1, 2017 and declared effective by the Commission on June 12, 2017
(the Registration Statement). A prospectus and prospectus
supplement relating to the Offering have been filed with the
Commission.
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 arising under the
Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for the purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to
such agreement, and may be subject to limitations agreed upon by
the contracting parties. The foregoing description of the terms
of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, which is attached as
Exhibit 1.1 hereto and incorporated by reference herein. A copy
of the legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. relating to the validity of the issuance and sale of
the shares in the Offering is attached as Exhibit 5.1 hereto.
Item 8.01Other Events.
On June 22, 2017, the Company issued a press release announcing
the pricing of the Offering, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
1.1 |
Underwriting Agreement, dated June 22, 2017, by and among |
|
5.1 |
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, |
|
99.1 |
Press release dated June 22, 2017, announcing the pricing |
Spring Bank Pharmaceuticals, Inc. ExhibitEX-1.1 2 sbph-ex11_7.htm UNDERWRITING AGREEMENT sbph-ex11_7.htm Exhibit 1.1 2,…To view the full exhibit click here About SPRING BANK PHARMACEUTICALS, INC. (NASDAQ:SBPH)
Spring Bank Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of a class of therapeutics using its small molecule nucleic acid hybrid (SMNH) chemistry platform. The Company is developing its SMNH product, SB 9200, for the treatment of viral diseases. The Company’s SB 9200 selectively activates within infected cells the cellular proteins retinoic acid-inducible gene 1 (RIG-I) and nucleotide-binding oligomerization domain-containing protein 2 (NOD2) to inhibit viral replication and to cause the induction of intracellular interferon signaling pathways for antiviral defense. It also focuses on the use of SB 9200 in other viral diseases, including respiratory syncytial virus (RSV), human immunodeficiency virus (HIV), and latency and hepatitis delta virus (HDV), conducting preclinical research of additional SMNH product candidates or compounds as antiviral therapies and conducting early-stage research programs.
