Item
1.01 Entry into a Material Definitive Agreement.
On May 18, 2020, Bellerophon Therapeutics, Inc.
(the “Company”) entered into the following agreements in connection with offerings of an aggregate of
3,076,923 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common
Stock”), at an offering price of $13.00 per share: (i) an underwriting agreement (the “Underwriting
Agreement”), with Jefferies LLC, as representative of the several underwriters listed on Schedule A thereto (the
“Underwriters”), relating to an underwritten public offering (the “Underwritten Offering”)
of 1,923,077 shares of Common Stock and (ii) a subscription agreement (the “Subscription Agreement”)
with an institutional investor affiliated with Theodore Wang, a member of the Company’s board of directors, relating to
a registered direct offering (the “Direct Offering” and, together with the Underwritten Offering, the
“Offerings”) of 1,153,846 shares of Common Stock. In addition, the Underwriting Agreement provides the
Underwriters with a 30-day option to purchase up to an additional 288,461 shares of Common Stock (the “Underwriters’
Option”).
The closing of each of the Underwritten
Offering and the Direct Offering is expected to take place on May 21, 2020, in each case subject to the satisfaction of customary
closing conditions. The Company estimates that the net proceeds from the Offerings will be approximately $37.0 million, or
approximately $40.5 million if the Underwriters exercise the Underwriters’ Option in full, in each case after deducting
underwriting discounts, financial advisory fees, commissions and estimated offering expenses. The Company expects to use the net
proceeds from the Offerings, together with its existing cash and cash equivalents, for funding its ongoing clinical trials, for
working capital and general corporate purposes.
The Shares are being offered pursuant
to an effective registration statement on Form S-3 (File No. 333-225878) and a related prospectus,
as well as a prospectus supplement in connection with each of the Underwritten Offering and the Direct Offering, respectively,
in each case filed with the Securities and Exchange Commission.
The Underwriting Agreement contains
customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for 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.
Pursuant
to an advisory agreement (the “Advisory Agreement”), the Company engaged Angel Pond Capital LLC (the
“Financial Advisor”), an affiliate of Theodore Wang, as
a financial advisor in connection with the Direct Offering. The Company agreed to pay the Financial Advisor a financial advisory
fee of $900,000.
The foregoing descriptions of the
Underwriting Agreement, the Subscription Agreement and the Advisory Agreement are qualified in their entirety by reference to
the full text of the Underwriting Agreement, the form of Subscription Agreement and the Advisory Agreement, which are attached
as Exhibits 1.1, 4.1 and 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference. A
copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as to the legality of the Shares to be issued and
sold in the Offerings is filed as Exhibit 5.1 to this Current Report on Form 8-K.