Versartis, Inc. (NASDAQ:VSAR) Files An 8-K Entry into a Material Definitive Agreement

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Versartis, Inc. (NASDAQ:VSAR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On August7, 2017, Versartis, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with Cowen and Company, LLC (“Cowen”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000 through Cowen as its sales agent. The issuance and sale, if any, of Common Stock by the Company under the Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3, filed with the Securities and Exchange Commission on August7, 2017. The Company makes no assurances as to if or whether the registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement.

Cowen may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission equal to three percent (3.0%)of the gross sales proceeds of any Common Stock sold through Cowen under the Agreement, and also has provided Cowen with customary indemnification rights.

The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock to the Agreement will terminate upon the earlier of (i)the sale of all Common Stock subject to the Agreement or (ii)termination of the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 1.01 — Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

10.1 Sales Agreement, dated August7, 2017, by and between Versartis, Inc. and Cowen and Company, LLC.


Versartis, Inc. Exhibit
EX-10.1 2 d425645dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION VERSARTIS,…
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About Versartis, Inc. (NASDAQ:VSAR)

Versartis, Inc. is an endocrine-focused biopharmaceutical company. The Company is engaged in developing long-acting recombinant human growth hormone (rhGH), somavaratan (VRS-317), for growth hormone deficiency (GHD), an orphan disease. The Company’s product pipeline includes VRS-317 and XTEN Technology. The Company’s VRS-317 combines the rhGH amino acid sequence utilized in approved rhGH products with a half-life extension technology, XTEN, to enable less frequent administration. The XTEN technology consists of hydrophilic amino acids added at the genetic level as part of the manufacturing process. The Company’s XTEN is a recombinant polypeptide designed to extend the in vivo half-life of peptides and proteins in a tunable manner. The XTEN sequence consists of hydrophilic amino acids and possesses various additional properties, which are used for the development of protein pharmaceuticals.