SteadyMed Ltd. (NASDAQ:STDY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April20, 2017, SteadyMed Ltd. (the Company) entered into a
subscription agreement (the Subscription Agreement) with certain
participants as identified below (the Participants), to which the
Company agreed to issue and sell to the Participants for an
aggregate price of up to approximately $30,000,000 the following
securities (the Private Placement): an aggregate of 5,031,550
ordinary shares of the Company, nominal value NIS 0.01 per share
(the Shares), and warrants (the Warrants) to purchase up to
2,515,775 additional ordinary shares of the Company (the Warrant
Shares), for an aggregate purchase price of $30,000,616.88, or
$5.90 per Share and $0.125 per Warrant Share (the Closing). The
Warrants will have a per share exercise price of $6.785 and a
five year term.
The Company retained JMP Securities LLC as lead placement agent
and H. C. Wainwright Co. as a co-placement agent and agreed to
pay the placement agents an aggregate fee equal to up to 7% of
the gross proceeds from the Private Placement plus the
reimbursement of certain expenses. The Company intends to use the
proceeds from the Private Placement to fund research and
development, including the development and, if approved,
commercialization of the Companys lead product candidate Trevyent
and other product candidates.
The Participants consist of entities affiliated with Adage
Capital Management, OrbiMed, Deerfield Management, Kingdon
Capital Management and others as set forth in the pagesof the
Subscription Agreement. The Closing is expected to occur on or
about April25, 2017, subject to the satisfaction or waiver of
certain closing conditions specified in the Subscription
Agreement.
The securities to be issued by the Company to the Subscription
Agreement and upon exercise of the Warrants (collectively, the
Securities) have not been registered under the Securities Act of
1933, as amended (the Act), and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. The Company is relying on the private
placement exemption from registration provided by
Section4(a)(2)of the Act and by Rule506 of Regulation D,
promulgated by the Securities and Exchange Commission (the SEC),
and in reliance on similar exemptions under applicable state
laws.
to the Subscription Agreement, the Company will agree to file a
registration statement with the SEC covering resales of the
Shares and Warrant Shares by the Participants no later than
thirty (30) days following the date of the Closing, and to use
its reasonable best efforts to have such registration statement
declared effective as soon as practicable. The Company will bear
all expenses of such registration of the resale of the Shares and
the Warrant Shares. The Company will be required to pay certain
liquidated damages if it does not meet certain obligations with
respect to the registration of the Shares and Warrant Shares.
The foregoing descriptions of the Subscription Agreement and the
Warrants are summaries of the material terms of such agreements
and documents, do not purport to be complete and are qualified in
their entirety by reference to the Subscription Agreement (and
the form of Warrant attached thereto) filed as Exhibit10.1 to
this Current Report on Form8-K and incorporated by reference
herein.
Neither this Current Report on Form8-K nor any exhibit attached
hereto is an offer to sell or the solicitation of an offer to buy
any securities of the Company.
Item 3.02. Unregistered Sales of Equity
Securities.
The disclosures set forth in Item 1.01 above are incorporated
herein for this Item 3.02.
Item 8.01. Other Events.
On April21, 2017, the Company issued a press release titled
SteadyMed Raises $30 Million in Private Placement. A copy of the
press release is attached hereto as Exhibit99.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit Number |
|
ExhibitDescription |
|
10.1 |
Subscription Agreement, dated April20, 2017, by and among |
|
|
99.1 |
Press Release, dated April21, 2017 |
Forward-Looking Statements
This Current Report on Form8-K contains forward-looking
statements based upon the Companys current expectations.
Forward-looking statements involve risks and uncertainties, and
include, but are not limited to, all statements relating to the
anticipated closing of the Private Placement and the
transactions contemplated thereby. The Companys actual results
and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of
these risks and uncertainties, which include, without
limitation, risks and uncertainties associated with market
conditions, whether SteadyMed will be able to consummate the
Private Placement and the satisfaction of closing conditions
related to the Private Placement. There can be no assurance
that SteadyMed will be able to complete the Private Placement
on the terms described herein or in a timely manner, if at all.
Regardless of whether the Private Placement is consummated,
SteadyMed will continue to need additional funding and may be
unable to raise capital when needed, which would force
SteadyMed to delay, reduce or eliminate its product candidate
development programs and potentially cease operations. You
should not place undue reliance on these forward-looking
statements, which apply only as of the date of this Current
Report on Form8-K. The Companys Annual Report on Form10-K filed
with the Securities and Exchange Commission on March29, 2017
contains under the heading, Risk Factors, a more comprehensive
description of these and other risks to which SteadyMed is
subject. SteadyMed expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such
statements are based.
About SteadyMed Ltd. (NASDAQ:STDY)
SteadyMed Ltd. is a specialty pharmaceutical company. The Company is focused on the development and commercialization of various therapeutic product candidates. Its primary focus is to obtain approval in the United States for the sale of Trevyent for the treatment of pulmonary arterial hypertension (PAH). It is also developing approximately two products for the treatment of post-surgical and acute pain in the home setting, which include bupivacaine PatchPump for local anesthesia post-surgery and ketorolac PatchPump for short-term management of moderately severe acute pain. Its product candidates are enabled by its PatchPump. Its Trevyent offers a way of administration of treprostinil for subcutaneous or intravenous treatment of PAH patients. The Company’s ketorolac At Home Patient Analgesia (AHPA) product candidate is used for the short-term (approximately five days) management of moderately severe acute pain that requires analgesia at the opioid level in a post-surgical setting. SteadyMed Ltd. (NASDAQ:STDY) Recent Trading Information
SteadyMed Ltd. (NASDAQ:STDY) closed its last trading session up +0.20 at 6.20 with 233,300 shares trading hands.