STRONGBRIDGE BIOPHARMA plc (NASDAQ:SBBP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On January25, 2018, Strongbridge Biopharma plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald& Co., as representative of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to the public offering (the “Offering”) of 5,000,000 ordinary shares of the Company, $0.01 par value per share, at a price to the public of $6.75 per share. Under the terms of the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares. The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $31.6 million. The Company intends to use the net proceeds from the offering for investment in commercial infrastructure for Keveyis and Macrilen, continued development of Recorlev and veldoreotide, commercialization expenditures, and for other general corporate purposes, which may include working capital, capital expenditures, acquisition of additional technologies or other forms of intellectual property, acquisition of assets or businesses that are complementary to its existing business, and general and administrative expenses.
The ordinary shares are being offered and sold to the Company’s shelf registration statement on FormF-3 (File No.333-217555) (the “Registration Statement”), which was declared effective by the SEC on May8, 2017, as supplemented by a preliminary prospectus supplement, dated January23, 2018, and a final prospectus supplement, dated January25, 2018, filed with the Commission to Rule424(b)under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The Company and all of the Company’s directors and executive officers have also agreed not to sell or transfer any ordinary shares held by them for a period of 90 days from January25, 2018 without first obtaining the written consent of the Underwriters, subject to certain exceptions.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit1.1 hereto and incorporated herein by reference. The Underwriting Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Underwriting Agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
Item 8.01 Other Events.
On January23, 2018, the Company issued a press release announcing the offering, and on January25, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form8-K and incorporated herein by reference.
In connection with the Offering, the legal opinion as to the legality of the ordinary shares sold is being filed as Exhibit5.1 to this Current Report on Form8-K and is incorporated herein and into the Registration Statement by reference.