Viking Therapeutics, Inc. (NASDAQ:VKTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
|
Entry into a Material Definitive Agreement. |
On February 8, 2017, Viking Therapeutics, Inc. (Viking) entered
into a Stock Purchase Agreement (the Purchase Agreement) with PoC
Capital, LLC, a California limited liability company (PoC), to
which, among other things, Viking sold to PoC, and PoC purchased
from Viking, 1,286,173 shares (the Shares) of common stock, par
value $0.00001 per share (Common Stock), of Viking for an
aggregate issue price of $1,800,000 (the Transaction). The
proceeds from the sale of the Shares are reserved exclusively to
fund certain of Vikings clinical trials to a master services
agreement with a clinical research organization.
to the Purchase Agreement, Viking also agreed to prepare and file
one or more registration statements (Resale Registration
Statements) with the Securities and Exchange Commission (the SEC)
for the purpose of registering the Shares for resale. Under the
Purchase Agreement, Viking must file a registration statement
with the SEC registering all of the Shares for resale by no later
than February 23, 2017.
The Purchase Agreement contains customary representations,
warranties and covenants of Viking and PoC. Subject to certain
customary limitations, Viking and PoC have each agreed to
indemnify the other against certain losses related to liabilities
arising under the Securities Act of 1933, as amended (the
Securities Act), or Securities Exchange Act of 1934, as amended,
for such partys misstatements or omissions of material facts in
connection with the Resale Registration Statements.
The foregoing summary of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Purchase Agreement that is filed herewith as
Exhibit 10.1.
The representations, warranties and covenants contained in the
Purchase Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the
parties to the Purchase Agreement, and may be subject to
limitations agreed upon by the contracting parties. Accordingly,
the Purchase Agreement is incorporated herein by reference only
to provide investors with information regarding the terms of the
Purchase Agreement, and not to provide investors with any other
factual information regarding Viking or its business, and should
be read in conjunction with the disclosures in Vikings periodic
reports and other filings with the SEC.
|
Item 3.02. |
Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference into this Item 3.02
in its entirety. The Shares were offered and sold to PoC on
February 8, 2017 in a transaction exempt from registration under
the Securities Act, in reliance on Section 4(a)(2) thereof and
Rule 506 of Regulation D thereunder. PoC represented that it was
an accredited investor, as defined in Regulation D, and was
acquiring the Shares for investment only and not with a view
towards, or for resale in connection with, the public sale or
distribution thereof. Accordingly, the Shares have not been
registered under the Securities Act and the 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. Neither this Current Report on
Form 8-K nor the exhibit attached hereto is an offer to sell or
the solicitation of an offer to buy shares of Common Stock or any
other securities of Viking.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
|
10.1 |
Stock Purchase Agreement, dated February 8, 2017, by and |
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. Viking Therapeutics, Inc. (NASDAQ:VKTX) Recent Trading Information
Viking Therapeutics, Inc. (NASDAQ:VKTX) closed its last trading session down -0.07 at 1.46 with 387,179 shares trading hands.