Current Report Filing (8-k)
June 01 2020 - 7:03AM
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 29, 2020
NABRIVA
THERAPEUTICS PLC
(Exact name of registrant as specified in
its charter)
Ireland
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001-37558
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Not Applicable
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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25-28 North Wall Quay,
IFSC, Dublin 1, Ireland
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (610) 816-6640
Not Applicable
(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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Ordinary Shares, nominal value $0.01 per share
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NBRV
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The Nasdaq Global Select Market
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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
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 29, 2020, Nabriva Therapeutics plc (the “Company”)
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors,
including Fidelity Management & Research Company, LLC (the “Purchasers”) pursuant to which the Company agreed to
issue and sell in a registered direct offering an aggregate of 41,445,373 ordinary shares (the “Shares”), $0.01 nominal
value per share, and accompanying warrants to purchase up to an aggregate of 41,445,373 ordinary shares (the “Warrants,”
and together with the Shares, the “Securities”). Each Share is being issued and sold together with an accompanying
Warrant at a combined price of $0.91686. The gross proceeds to the Company from the offering, before deducting the placement agent’s
fees and other estimated offering expenses payable by the Company, are approximately $38 million.
Each Warrant has an exercise price of $0.792 per share, is exercisable
on the date of issuance (the “Exercise Date”) and will expire on the two-year anniversary of the Exercise Date. The
Warrant provides that the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise
any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares of the Company
beneficially owned by the holder (together with its affiliates) would exceed 4.99% of the number of ordinary shares of the Company
outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the
terms of such warrant, which percentage may be changed at the holders’ election to a higher or lower percentage not in excess
of 9.99% upon 61 days’ notice to the Company subject to the terms of such warrant.
The Shares and the Warrants will be issued and sold pursuant
to a shelf registration statement on Form S-3 that was originally filed with the Securities Exchange Commission (“SEC”)
on March 16, 2018 and declared effective by the SEC on April 27, 2018 (File No. 333-223739). A prospectus supplement relating
to the offering has been filed with the SEC. The closing of the offering is expected to take place on or about June 2, 2020, subject
to customary closing conditions.
The Securities Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers,
including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for the
purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject
to limitations agreed upon by the contracting parties.
The foregoing descriptions of the Warrants and the Securities Purchase Agreement are not complete and are qualified in their entirety
by reference to the full text of the Form of Warrant and the Securities Purchase Agreement, which are attached hereto as Exhibit
4.1 and Exhibit 10.1, respectively.
Pursuant to a letter agreement, dated as of May 28, 2020, the
Company engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as its exclusive placement agent in connection
with the offering. The Company has agreed to pay Wainwright 6.0% of the aggregate gross proceeds of the offering. The Company also
agreed to reimburse Wainwright for certain expenses in connection with the offering in an aggregate amount not to exceed $90,000.
A copy of the legal opinion of A&L Goodbody as to the legality
of the Shares and the shares issuable on exercise of the Warrants is attached as Exhibit 5.1 hereto, and a copy of the legal opinion
of Wilmer Cutler Pickering Hale and Dorr LLP as to the enforceability of the Warrants is attached as Exhibit 5.2 hereto.
The full text of the press release announcing the pricing of
the registered direct offering on May 29, 2020 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cash Runway
The Company estimates that the net proceeds from the offering,
together with its existing cash, cash equivalents and short-term investments, will be sufficient to enable it to fund its operating
expenses, debt service obligations and capital expenditure requirements into at least the first quarter of 2021. The Company has
based this estimate on assumptions that may prove to be wrong, and the Company could use its capital resources sooner than it currently
expects. This estimate assumes, among other things, that the Company does not obtain any additional funding through grants and
clinical trial support, collaboration agreements or equity or debt financings. This estimate further assumes that the Company does
not obtain any additional funding under its “at-the-market” offering program and that it remains in compliance with
the covenants, and no event of default occurs under, its Loan and Security Agreement with Hercules Capital, Inc.
Forward-Looking Statements
Any statements in this Current Report on Form 8-K about future
expectations, plans and prospects for the Company, including but not limited to statements about the prospective financing, the
sufficiency of the Company’s existing cash resources, and other statements containing the words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “project,” “target,” “potential,” “likely,” “will,”
“would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various important factors, including: market and other financing
conditions, the Company’s ability to satisfy customary closing conditions related to the registered direct offering and to
consummate the offering, fluctuations in the Company’s share price, the extent of business and other interruptions resulting
from the infection causing the COVID-19 outbreaks or similar public health crises, the sufficiency of cash resources and need for
additional financing and such other important factors as are set forth in the Company’s annual and quarterly reports and
other filings on file with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in
this Form 8-K represent the Company’s views as of the date of this Form 8-K. The Company anticipates that subsequent events
and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements
at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be
relied upon as representing the Company’s views as of any date subsequent to the date of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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NABRIVA THERAPEUTICS PLC
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Date: June 1, 2020
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By:
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/s/ Gary Sender
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Gary Sender
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Chief Financial Officer
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