Current Report Filing (8-k)
May 26 2016 - 5:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 26, 2016
OvaScience, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-35890
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45-1472564
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(State or other Jurisdiction of
Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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9 Fourth Avenue
Waltham, Massachusetts
(Address of principal executive offices)
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02451
(Zip code)
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(617) 500-2802
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On May 26, 2016, OvaScience, Inc. (the
Company
) entered into an underwriting agreement (the
Underwriting Agreement
) with Leerink Partners LLC, as representative of the several underwriters named therein (collectively, the
Underwriters
), relating to the public offering (the
Offering
) of 7,150,000 shares (the Shares) of the Companys common stock, par value $0.001 per share (the
Common Stock
) at an offering price to the public of $7.00 per share (the
Offering Price
), and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $6.58 per share. The net proceeds to the Company from the sale of the Common Stock are expected to be approximately $46.8 million after deducting underwriting discounts and commissions and estimated aggregate offering expenses payable by the Company. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,072,500 shares of Common Stock to cover over-allotments, if any. The offering is expected to close on or about June 1, 2016, subject to the satisfaction of customary closing conditions. Leerink Partners LLC is acting as sole book runner for the offering. Oppenheimer & Co. Inc., H.C. Wainwright & Co., Roth Capital Partners, LLC and JonesTrading Institutional Services LLC are acting as the co-managers for the Offering.
The Common Stock is being offered and sold pursuant to the Companys effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333- 209778) filed with the Securities and Exchange Commission (the
Commission
) on February 26, 2016, as amended on May 5, 2016, and declared effective by the Commission on May 5, 2016 (the
Registration Statement
) and a preliminary and final prospectus supplement filed with the Commission in connection with the Offering. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 hereto.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
ITEM 8.01. Other Events.
On May 26, 2016, the Company issued a press release announcing that it had priced the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated May 26, 2016, by and among the Company and Leerink Partners LLC, as representative of the several underwriters named therein.
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1).
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99.1
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Press Release of OvaScience, Inc., dated May 26, 2016.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OVASCIENCE, INC.
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Dated: May 26, 2016
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By:
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/s/ Jeffrey E. Young
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Jeffrey E. Young
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Chief Financial Officer
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3
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