Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH) Files An 8-K Entry into a Material Definitive Agreement

Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

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On July7, 2017, Tetraphase Pharmaceuticals, Inc. (the “Company”) entered into Amendment No.1 (the “Amendment”) to its Controlled Equity OfferingSM Sales Agreement, dated as of January17, 2017 (the “Sales Agreement” and, as amended by the Amendment, the “Amended Sales Agreement”), with Cantor Fitzgerald& Co., as agent (“Agent”). The sole effect of the Amendment is to increase the maximum aggregate offering price of shares of the Company’s common stock, $0.001 par value per share, which the Company may issue and sell from time to time under the Amended Sales Agreement (the “Offering”) to up to $80,000,000 from $40,000,000. On July7, 2017, the Company filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering (the “Prospectus Supplement”) under its existing Registration Statement on Form S-3 (File No 333-214500), which became effective on December7, 2016 (the “Registration Statement”).

Upon delivery of a placement notice by the Company and subject to the terms and conditions of the Amended Sales Agreement, Agent may sell the Shares in accordance with the terms set forth in the placement notice and by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The NASDAQ Global Select Market or on any other existing trading market for the Company’s common stock. Subject to the terms of a placement notice, Agent may also sell the Shares in negotiated transactions at market prices prevailing at the time of sale and/or any other method permitted by law, subject to the Company’s prior written consent.

The Company or Agent may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. Under the Amended Sales Agreement, Agent has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of NASDAQ to sell the Shares in accordance with the terms of the applicable placement notice.

The Company has agreed to pay Agent commissions for its services in acting as agent in the sale of the Shares in the amount equal to 3.0% of gross proceeds from the sale of the Shares to the Amended Sales Agreement. The Company has also agreed to provide Agent with certain customary indemnification and contribution rights.

A copy of the Amendment is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the Sales Agreement is attached as Exhibit 1.2 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Amended Sales Agreement, consisting of the Amendment and the Sales Agreement, does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares will be sold to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

As of July6, 2017, the Company had sold 2,906,462 shares under the Sales Agreement at an average price of $7.81 per share for an aggregate offering price of $22.7 million, before deducting sales commissions and offering expenses.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.


TETRAPHASE PHARMACEUTICALS INC Exhibit
EX-1.1 2 d224694dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 TETRAPHASE PHARMACEUTICALS,…
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About Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH)

Tetraphase Pharmaceuticals, Inc. (Tetraphase) is a clinical-stage biopharmaceutical company. The Company uses its chemistry technology to create antibiotics for multidrug-resistant infections. It is developing its lead product candidate, eravacycline, a fully synthetic tetracycline derivative, as a spectrum intravenous (IV) and oral antibiotic for use as a first-line empiric monotherapy for the treatment of multidrug-resistant infections. It has developed eravacycline using its chemistry technology. The Company’s TP-271 is a fully synthetic spectrum preclinical compound that the Company developed for respiratory diseases caused by bacterial biothreat pathogens. The Company created TP-271 using its chemistry technology. In its development program for TP-271, the Company has conducted a number of in vitro, toxicology and animal studies to evaluate the efficacy of TP-271 against biothreat pathogens. It also develops TP-6076 for multidrug-resistant Gram- negative infections.

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