ZAFGEN, INC. (NASDAQ:ZFGN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On June27, 2018, Zafgen, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Piper Jaffray& Co., as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 8,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $7.50 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions (but before deducting estimated offering expenses payable by the Company), will be $56.4million. The Offering is expected to close on July2, 2018, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock at the Offering Price, less the underwriting discounts and commissions.
The Offering was made to the Company’s effective shelf registration statement on Form S-3 (File No.333-219834), including the prospectus dated August9, 2017, as supplemented by a preliminary prospectus supplement dated June27, 2018.
The foregoing is only a brief description of the 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 Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 1.01 Other Events.
On June27, 2018, the Company issued a press release announcing the Offering and on June28, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of June27, 2018, among Zafgen, Inc. and Cowen and Company, LLC and Piper Jaffray& Co., as representatives of the underwriters named therein. |
| 5.1 | Opinion of Goodwin Procter LLP. |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| 99.1 | Press release issued by Zafgen, Inc. on June27, 2018. |
| 99.2 | Press release issued by Zafgen, Inc. on June28, 2018. |
EXHIBIT INDEX
| Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of June27, 2018, among Zafgen, Inc. and Cowen and Company, LLC and Piper Jaffray& Co., as representatives of the underwriters named therein. |
| 5.1 | Opinion of Goodwin Procter LLP. |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| 99.1 | Press release issued by Zafgen, Inc. on June27, 2018. |
| 99.2 | Press release issued by Zafgen, Inc. on June28, 2018. |
ZAFGEN, INC. ExhibitEX-1.1 2 d798113dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION ZAFGEN,…To view the full exhibit click here
About ZAFGEN, INC. (NASDAQ:ZFGN)
Zafgen, Inc. is a biopharmaceutical company. The Company is focused on improving the health and well-being of patients affected by obesity and complex metabolic disorders. The Company’s lead product candidate, Beloranib, is a twice-weekly subcutaneous injection being developed for the treatment of multiple indications, including severe obesity in rare diseases, such as Prader-Willi syndrome (PWS) and hypothalamic injury-associated obesity (HIAO), including craniopharyngioma-associated obesity. Beloranib is in Phase III stage of development for PWS. It is also developing ZGN-839, a liver-targeted methionine aminopeptidase 2 (MetAP2) inhibitor, for the treatment of nonalcoholic steatohepatitis (NASH) and abdominal obesity, as well as other second-generation MetAP2 inhibitors for the treatment of severe obesity. It is also evaluating additional MetAP2 inhibitors beyond Beloranib as a development candidate for the treatment of severe obesity in the general population.