KERX Keryx Biopharmaceuticals, Inc. (delisted)

On July 27, 2017, Keryx Biopharmaceuticals, Inc. (“Keryx”) announced its intention to offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million (the “Shares”), from time to time, through an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) will act as sales agent for the Shares pursuant to that certain Controlled Equity Offering ^SM Sales Agreement (the “Sales Agreement”), dated November 9, 2016. Such aggregate value of the Shares is in addition to the $75.0 million of shares of Keryx’s common stock previously sold pursuant to the Sales Agreement discussed below.

Keryx is not obligated to sell any of the Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market to sell the Shares from time to time based upon Keryx’s instructions, including any price, time or size limits specified by Keryx. Cantor Fitzgerald’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions set forth in the Sales Agreement. Cantor Fitzgerald is entitled to a commission of up to 3.0% of the aggregate gross proceeds from each sale of common stock under the Sales Agreement. Under the Sales Agreement, Keryx has agreed to provide Cantor Fitzgerald with customary indemnification and contribution rights and has also agreed to reimburse Cantor Fitzgerald for the reasonable and documented fees and expenses of its outside legal counsel, not to exceed $50,000 in the aggregate, in connection with the Sales Agreement.

The offering of the Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein. Keryx and Cantor Fitzgerald may each terminate the Sales Agreement at any time upon ten days’ prior notice.

The Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 (Registration No. 333-214513) (the “Registration Statement”), the base prospectus, dated December 6, 2016, filed as part of the Registration Statement, and a prospectus supplement, dated July 27, 2017, filed with the Securities and Exchange Commission on July 27, 2017 relating to the Shares. The Sales Agreement was filed as Exhibit 1.2 to the Registration Statement and is incorporated herein by reference.

Since December 6, 2016, Keryx issued and sold an aggregate of 11,574,320 shares of its common stock for aggregate net proceeds of $73.1 million pursuant to the Sales Agreement. These shares amount to the initial $75.0 million of shares issuable under the Sales Agreement pursuant to the sales agreement prospectus, dated December 6, 2016, included in the Registration Statement.    

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the Shares, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.