Viking Therapeutics, Inc. (NASDAQ:VKTX) Files An 8-K Entry into a Material Definitive Agreement

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Viking Therapeutics, Inc. (NASDAQ:VKTX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On June 14, 2017, Viking Therapeutics, Inc. (the Company) entered
into a securities purchase agreement (the Securities Purchase
Agreement) with certain accredited investors identified on the
pages thereto (the Purchasers) to which the Company agreed to
issue and sell an aggregate of 3,749,783 shares (the Shares) of
its common stock, par value $0.00001 per share (the Common
Stock), in a registered direct offering (the Registered Direct
Offering). The Shares were offered by the Company to its shelf
registration statement on Form S-3 (File No. 333-212134) filed
with the Securities and Exchange Commission (the Commission) on
June 20, 2016, as amended by Amendment No. 1 thereto filed with
the Commission on July 26, 2016 and declared effective on July
26, 2016 (as amended, the Registration Statement).

In a concurrent private placement, the Company also agreed, to
the Securities Purchase Agreement, to issue and sell to each of
the Purchasers a warrant to purchase 0.75 shares of Common Stock
(the Warrants) for each share of Common Stock purchased by a
Purchaser in the Registered Direct Offering (the Private
Placement and, together with the Registered Direct Offering, the
Offerings). The exercise price of the Warrants is $1.30 per
share, subject to adjustment as provided therein, and will be
exercisable beginning on December 19, 2017 through December 19,
2022. Each holder of a Warrant will not have the right to
exercise any portion of its Warrant if the holder, together with
its affiliates, would beneficially own in excess of 4.99% of the
number of shares of Common Stock outstanding immediately after
giving effect to such exercise (the Beneficial Ownership
Limitation); provided, however, that upon 61 days prior notice to
the Company, the holder may increase the Beneficial Ownership
Limitation; however, in no event shall the Beneficial Ownership
Limitation exceed 9.99%. The exercise price and number of shares
of Common Stock issuable upon the exercise of the Warrants will
be subject to adjustment in the event of any stock dividends and
splits, reverse stock split, recapitalization, reorganization or
similar transaction, as described in the Warrants. After December
19, 2017, if a registration statement covering the issuance or
resale of the shares of common Stock issuable upon exercise of
the Warrants (the Warrant Shares) is not available for the
issuance or resale, as applicable, the Purchasers may exercise
the Warrants by means of a cashless exercise.

The Warrants are not and will not be listed for trading on any
national securities exchange.The Warrants and the Warrant Shares
are not being registered under the Securities Act of 1933, as
amended (the Securities Act), to the Registration Statement.

The combined purchase price for one Share and one Warrant to
purchase 0.75 shares of Common Stock in the Offerings was $1.15.
The closing of the Offerings occurred on June 19, 2017. The
Company expects the aggregate net proceeds from the Offerings,
after deducting the placement agents fees and other estimated
offering expenses, to be approximately $3.8 million.The Company
intends to use the aggregate net proceeds for research and
development, working capital and general corporate purposes.

The Securities Purchase Agreement contains customary
representations, warranties and agreements by the Company and
customary conditions to closing. Under the Securities Purchase
Agreement, the Company has agreed, subject to certain exceptions,
not to enter into any agreement to issue or announce the issuance
or proposed issuance of any Common Stock or Common Stock
equivalents for a period of 90 days following the closing of the
Offerings.

Maxim Group LLC and Roth Capital Partners, LLC (the Placement
Agents) acted as the placement agents for the Offerings. On June
14, 2017, the Company entered into a Placement Agent Agreement
with the Placement Agents, to which the Placement Agents agreed
to serve as the placement agents for the issuance and sale of the
Shares and the Warrants, and the Company agreed to pay the
Placement Agents an aggregate fee equal to 6.25% of the gross
proceeds received by the Company in the Offerings. The Placement
Agent Agreement includes indemnity and other customary provisions
for transactions of this nature. Subject to certain conditions,
the Company also agreed to reimburse all reasonable and
documented travel and other out-of-pocket expenses of the
Placement Agents actually incurred in connection with the
Offerings, which expenses shall be limited to, in the aggregate,
$30,000.

The foregoing summaries of the Securities Purchase Agreement, the
Warrants and the Placement Agent Agreement do not purport to be
complete and are qualified in their entirety by reference to the
full texts of the form of the Securities Purchase Agreement, the
form of Warrant and the Placement Agent Agreement that are filed
herewith as Exhibits 4.1, 10.1 and 10.2, respectively.

The representations, warranties and covenants contained in the
Securities Purchase Agreement, the Warrants and the Placement
Agent Agreement were made only for purposes of such agreements
and as of specific dates, were solely for the benefit of the
parties to the Securities Purchase Agreement, the Warrants and
the Placement Agent Agreement, respectively, and may be subject
to limitations agreed upon by the contracting parties.
Accordingly, the Securities Purchase Agreement, the Warrants and
the Placement Agent Agreement are incorporated herein by
reference only to provide investors with information regarding
the terms of the Securities Purchase Agreement, the Warrants and
the Placement Agent Agreement, and not to provide investors with
any other factual information regarding the Company or its
business, and should be read in conjunction with the disclosures
in the Companys periodic reports and other filings with the
Commission.

The legal opinion, including the related consent, of Paul
Hastings LLP relating to the legality of the issuance and sale of
the Shares is filed as Exhibit 5.1 hereto.

This report does not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any
such state or jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements that involve risks and uncertainties, such as
statements related to the amount of proceeds expected from the
Offerings. The risks and uncertainties involved include the
Companys financial position, market conditions and other risks
detailed from time to time in the Companys periodic reports and
other filings with the Commission. You are cautioned not to place
undue reliance on forward-looking statements, which are based on
the Companys current expectations and assumptions and speak only
as of the date of this Current Report on Form 8-K. The Company
does not intend to revise or update any forward-looking statement
in this Current Report on Form 8-K as a result of new
information, future events or otherwise, except as required by
law.

Item 1.02. Termination of a Material Definitive Agreement.

Effective June 19, 2017, the Company terminated that certain
Common Stock Purchase Agreement with Aspire Capital Fund, LLC, an
Illinois limited liability company (Aspire Capital), dated August
24, 2016 (the Aspire Agreement), to which Aspire Capital was
committed to purchase up to an aggregate of $12.5 million of
shares of Common Stock over the term of the Aspire Agreement on
the terms set forth therein. The Aspire Agreement was terminable
by the Company at any time, for any reason or no reason, without
any liability to the Company, upon at least one business days
advance notice from the Company to Aspire.

Item 3.02. Unregistered Sale of Equity Securities.

The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Warrants and the Warrant Shares is
incorporated herein by reference.

On June 14, 2017, the Company entered into the Securities
Purchase Agreement, whereby the Company agreed to issue and sell
to the Purchasers the Warrants to purchase up to 2,812,337 shares
of Common Stock with an exercise price of $1.30 per share. The
closing of the Offerings, including the issuance and sale of the
Warrants to the Purchasers, occurred on June 19, 2017.

The Warrants and the Warrant Shares were offered to the
Purchasers to an exemption from the registration requirement of
the Securities Act provided in Section 4(a)(2) of the Securities
Act and/or Rule 506 of Regulation D thereunder. Each of the
Purchasers represented that it was an accredited investor, as
defined in Regulation D, and was acquiring the Warrants and the
Warrant Shares for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution
thereof. Accordingly, the Warrants and the Warrant Shares have
not been registered under the Securities Act and the Warrants and
the Warrant Shares may not be offered or sold in the United
States absent registration or an exemption from registration
under the Securities Act and any applicable state securities
laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

4.1

Form of Common Stock Purchase Warrant

5.1

Opinion of Paul Hastings LLP

10.1

Form of Securities Purchase Agreement, dated June 14,
2017

10.2

Placement Agent Agreement, dated June 14, 2017, by and
among Viking Therapeutics, Inc., Maxim Group LLC and Roth
Capital Partners, LLC

23.1

Consent of Paul Hastings LLP (included in Exhibit 5.1)



Viking Therapeutics, Inc. Exhibit
EX-4.1 2 vktx-ex41_9.htm EX-4.1 vktx-ex41_9.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
To view the full exhibit click here
About Viking Therapeutics, Inc. (NASDAQ:VKTX)

Viking Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company focuses on the development of therapies for metabolic and endocrine disorders. The Company’s clinical program, VK5211, is an orally available drug candidate, which is in Phase II clinical trial for acute rehabilitation following non-elective hip fracture surgery. VK5211 is a non-steroidal selective androgen receptor modulator (SARM). Its second program is focused on the development of orally available small molecule thyroid hormone receptor beta agonists. Its two molecules are VK2809 and VK0214. VK2809 is an orally available, tissue and receptor-subtype selective agonist of the thyroid beta receptor that is entering Phase II development for the treatment of patients with hypercholesterolemia and fatty liver disease. It is developing VK0214 for the treatment of X-linked adrenoleukodystrophy (X-ALD). It has a pipeline with approximately three additional programs targeting metabolic diseases and anemia.

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