Current Report Filing (8-k)
March 08 2017 - 4:07PM
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): March 2, 2017
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation)
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001-35676
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98-1111119
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(Commission
File Number)
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(IRS Employer
Identification Number)
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Adelphi Plaza
Upper Georges Street, Dún Laoghaire
Co. Dublin, A96 T927, Ireland
011-353-1-236-2500
(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 Other Events.
On March 2, 2017, Prothena Corporation plc (the
Company
) entered into an underwriting agreement (the
Underwriting
Agreement
) with Cantor Fitzgerald & Co. as underwriter (the
Underwriter
), pursuant to which the Underwriter agreed to subscribe for an aggregate of 2,700,000 ordinary shares of the Company, $0.01 par
value per ordinary share (the
Offering
). Under the terms of the Underwriting Agreement, the Underwriter agreed to subscribe for such ordinary shares from the Company at a price of $55.75 per ordinary share and the Company
granted the Underwriter an option for 30 days to subscribe for up to an additional 405,000 ordinary shares.
The Offering was made under a prospectus
supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Companys effective shelf registration statement on Form
S-3
(Registration
No. 333-203258).
The Offering closed on March 8, 2017, subject to customary closing conditions. The Company
received net proceeds from the Offering of approximately $150.2 million, after deducting the Underwriters discount and estimated offering expenses payable by the Company.
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments that the Underwriter may be required to make because of such liabilities. The Company and all of the Companys directors and executive officers have also agreed not to sell or
transfer any ordinary shares held by them for 90 days after March 2, 2017 without first obtaining the written consent of the Underwriter, subject to certain exceptions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting
Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of A&L Goodbody
relating to the validity of the ordinary shares issued in the Offering is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated March 2, 2017, by and between Prothena Corporation plc and Cantor Fitzgerald & Co.
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5.1
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Opinion of A&L Goodbody
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23.1
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Consent of A&L Goodbody (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: March 8, 2017
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PROTHENA CORPORATION PLC
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By:
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/s/ A.W. Homan
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Name:
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A.W. Homan
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Title:
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Chief Legal Officer
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