VANDA PHARMACEUTICALS INC. (NASDAQ:VNDA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March15, 2018, Vanda Pharmaceuticals Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 5,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an offering price to the public of $17.00 per share (the “Offering Price”). Under the terms of the Underwriting Agreement the Company has also granted the Underwriters a 30-day option to purchase up to an additional825,000 shares of Common Stock. The net proceeds to the Company from the sale of the Common Stock are expected to be approximately $87.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares. The offering is expected to close on or about March20, 2018, subject to the satisfaction of customary closing conditions.
The Companyintends to use the net proceeds from this offering for commercial, research and development activities and other general corporate purposes.
The Common Stock is being offered and sold to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No.333-205513) filed with the Securities and Exchange Commission (the “SEC”) on July6, 2015 and declared effective by the SEC on July21, 2015 and a preliminary and final prospectus supplement filed with the SEC in connection with the Company’s takedown relating to the offering. A copy of the opinion of Gunderson Dettmer Stough Villeneuve Franklin& Hachigian, LLP relating to the legality of the issuance and sale of the Common Stock in the offering is attached as Exhibit5.1 hereto.
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 representations, warranties and covenants contained in the Underwriting Agreement were made only for 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 1.01. OTHER EVENTS
On March15, 2018, the Company issued a press release announcing that it had priced the Offering.A copy of the press release is attached hereto as Exhibit99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits.
Vanda Pharmaceuticals Inc. ExhibitEX-1.1 2 d481175dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION VANDA PHARMACEUTICALS INC. 5,…To view the full exhibit click here
About VANDA PHARMACEUTICALS INC. (NASDAQ:VNDA)
Vanda Pharmaceuticals Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of pharmaceutical products for the treatment of central nervous system (CNS) disorders. The Company’s product portfolio includes HETLIOZ (tasimelteon), Fanapt (iloperidone), Tradipitant (VLY-686), Trichostatin A and AQW051. The Company offers HETLIOZ (tasimelteon) for the treatment of Non-24-Hour Sleep-Wake Disorder (Non-24). The Company offers Fanapt (iloperidone) for the treatment of schizophrenia. Additionally, its distribution partners launched Fanapt in Israel and Mexico. Tradipitant (VLY-686) is a small molecule neurokinin-1 receptor (NK-1R) antagonist, which is in clinical development for the treatment of chronic pruritus in atopic dermatitis. Trichostatin A is a small molecule histone deacetylase (HDAC) inhibitor. AQW051 is a Phase II alpha-7 nicotinic acetylcholine receptor partial agonist. It is indicated for the treatment of CNS Disorders.
