Amended Current Report Filing (8-k/a)
May 10 2017 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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 4, 2017
Commission File Number: 001-37544
AmpliPhi
Biosciences Corporation
(Exact name of Registrant as specified
in its charter)
Washington
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91-1549568
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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3579 Valley Centre Drive, Suite 100
San Diego, California 92130
(Address of principal executive offices)
(858) 829-0829
(Registrant’s Telephone number)
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. below):
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¨
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
x
EXPLANATORY NOTE
We
are filing this Current Report on Form 8-K/A solely to update and correct certain information under Item 8.01 of our Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2017 (the “Original Form 8-K”)
with respect to our previously announced underwritten public offering. The Original Form 8-K stated in the second paragraph
under
Item 8.01 that the underwriter’s option to purchase 1,043,478 shares of our common stock and accompanying
warrants to purchase 1,043,478 shares of our common stock had been exercised in full. This Current Report on Form 8-K/A
updates the prior disclosure to reflect only a partial exercise of the option to purchase additional shares (110,897 shares
rather than 1,043,478 shares). The change from full exercise to partial exercise also affects our expected net proceeds from
the offering that we reported in the Original Form 8-K ($9.1 million rather than $10.4 million, after deducting the
underwriting discount and commissions and estimated offering expenses payable by us).
This Current Report on Form 8-K/A also
includes updates to reflect the fact that the closing of the public offering has been completed.
In accordance with Rule 12b-15 of
the Securities Exchange Act of 1934, as amended, the complete text of Item 8.01 of the Original Form 8-K as amended by this
Current Report on Form 8-K/A is set forth below.
On May 4, 2017, we entered into an underwriting
agreement with H.C. Wainwright & Co., LLC, relating to the issuance and sale of 6,956,522 shares of our common stock (or pre-funded
warrants to purchase common stock in lieu thereof), and common warrants to purchase up to an aggregate of 6,956,522 shares of our
common stock in an underwritten public offering. Each share of common stock and, as applicable, pre-funded warrant is being sold
together with a common warrant to purchase one share of common stock. The combined price to the public of each share of common
stock and accompanying common warrant will be $1.50, and $1.49 for each pre-funded warrant and accompanying common warrant. For
each pre-funded warrant we sell, the number of shares of common stock we sell and issue at the closing of the offering will be
decreased on a one-for-one basis. The common warrants will be immediately exercisable at a price of $1.50 per share of common stock,
subject to adjustment in certain circumstances, and will expire five years from the date of issuance. The offering closed on May
10, 2017. The shares of common stock and pre-funded warrants, and the accompanying common warrants, were issued separately
and became immediately separable upon issuance. We issued a press release announcing the pricing of the offering on May 4, 2017,
which is attached as Exhibit 99.1 to the Original Form 8-K/A.
We granted to the underwriter a 30-day
option to purchase up to an additional 1,043,478 shares of common stock and/or warrants to purchase up to 1,043,478 shares of our
common stock, at the public offering price less discounts and commissions. The option to purchase additional shares of our common
stock was exercised for 110,897 shares and the option to purchase common warrants to purchase 1,043,478 shares of our common stock
was exercised in full.
The net proceeds to us from the
offering are expected to be approximately $9.1 million (including the net proceeds from the partial exercise of the option to purchase
additional shares of common stock and full exercise of the option to purchase additional common warrants), after deducting the
underwriting discount and commissions and estimated offering expenses payable by us, and excluding any proceeds that may be
received upon exercise of the common warrants. We anticipate using the net proceeds from the offering for general corporate purposes,
including manufacturing expenses, clinical trial expenses, research and development expenses, general and administrative expenses
and certain contractual bonuses to our executive officers.
A registration statement relating to these
securities (File No. 333-217169) was declared effective by the Securities and Exchange Commission (“SEC”) on May 4,
2017. In addition, a separate registration statement relating to these securities (File No. 333-217680) was filed with
the SEC pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and become automatically effective on May 4, 2017.
The
offering was made only by means of a prospectus forming a part of the effective registration statements.
The foregoing description of the pre-funded
warrants and common warrants is not complete and is qualified in its entirety by reference to the full text of the form of pre-funded
warrant and form of common warrant, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to the Original Form
8-K.
The
disclosures in this report and in the referenced press release shall not constitute an offer to sell or a solicitation of an offer
to buy the securities described herein, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.
Forward Looking Statements
Statements in this report that are
not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements include, without limitation, statements about our expectations regarding the anticipated
use of the expected net proceeds from the public offering. Words such as “believe,” “anticipate,” “plan,”
“expect,” “intend,” “will,” “may,” “goal,” “potential”
and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily
contain these identifying words. Among the factors that could cause actual results to differ materially from those indicated in
the forward-looking statements are risks and uncertainties associated with our business and financial condition in general,
including the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed
with the SEC, and subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary
statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances
after the date of this report.
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.
Date: May 10, 2017
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AmpliPhi Biosciences Corporation
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By:
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/s/ Steve R. Martin
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Name:
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Steve R. Martin
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Title:
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Chief Financial Officer
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