Current Report Filing (8-k)
September 03 2020 - 8:37AM
Edgar (US Regulatory)
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0000861838
2020-09-02
2020-09-02
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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): September 3, 2020 (September 2, 2020)
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State
or Other Jurisdiction
of Incorporation)
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001-31918
(Commission File
Number)
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04-3072298
(I.R.S
Employer
Identification No.)
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505 Eagleview Blvd., Suite 212
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Exton, Pennsylvania
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19341
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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: (484) 348-1600
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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¨
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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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Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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IDRA
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Nasdaq Capital 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 ¨
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. ¨
Item 1.01
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Entry into a Material Definitive Agreement.
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Idera Pharmaceuticals, Inc. (the “Company”),
previously entered into a purchase agreement on March 4, 2019 (the “Purchase Agreement”) with Lincoln Park Capital
Fund, LLC (“Lincoln Park”), an Illinois limited liability company, pursuant to which, upon the terms and subject to
the conditions and limitations set forth therein, Lincoln Park committed to purchase an aggregate of $35 million of shares of common
stock, $0.001 par value, of the Company (“Common Stock”) from time to time at the Company’s sole discretion.
The Purchase Agreement limited the Company’s sale of shares of Common Stock to Lincoln Park to 5,521,258 shares of Common
Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the Purchase Agreement, unless (i) shareholder
approval was obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to
Lincoln Park under the Purchase Agreement equaled or exceeded $2.74 per share, which represented the lower of (A) the closing price
of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of
the closing price of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the date of
the Purchase Agreement, as calculated in accordance with Nasdaq Rules.
On September 2, 2020, the Company and
Lincoln Park entered into a First Amendment to Purchase Agreement (the “Amended Purchase Agreement”). The
primary purpose of the Amended Purchase Agreement was to reference the Company’s Registration Statement on Form S-3,
Registration No. 333-240366 (the “Registration Statement”), rather than the registration statement that had been
referenced at the time of the Purchase Agreement, and facilitate a corresponding increase in the number of shares of Common
Stock issuable under the Exchange Cap (as defined in the Amended Purchase Agreement). The Amended Purchase Agreement limits
the Company’s sale of shares of Common Stock to Lincoln Park from the date thereof to 7,036,329 shares of Common
Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the Amended Purchase Agreement unless
(i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable
sales of Common Stock to Lincoln Park under the Amended Purchase Agreement equals or exceeds $2.05 per share, which
represents the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date
of the Amended Purchase Agreement or (B) the average of the closing prices of the Common Stock on the Nasdaq Capital Market
for the five Business Days immediately preceding the date of the Amended Purchase Agreement, as calculated in accordance with
Nasdaq Rules.
The foregoing description of the Amended
Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 6, 2019, and to the
Amended Purchase Agreement, a copy which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
The Company is filing
the opinion of Morgan, Lewis & Bockius LLP regarding the validity of the shares of Common Stock issued pursuant to the Amended
Purchase Agreement as Exhibit 5.1 hereto.
The Company previously entered into an equity
distribution agreement (the “Equity Distribution Agreement”), dated November 26, 2018, with JMP Securities LLC relating
to the sale of up to an aggregate amount of $50,000,000 of shares of Common Stock. Prior to the date hereof, the Company has sold
1,471,369 shares of Common Stock pursuant to the Equity Distribution Agreement, resulting in gross proceeds of $3,419,135. On September
2, 2020, the Company filed a prospectus supplement for the purpose of registering under the Registration Statement the Common
Stock in the aggregate amount of up to $46,580,865 that remains available for sale under the Equity Distribution Agreement.
The Company is filing
the opinion of Morgan, Lewis & Bockius LLP regarding the validity of the shares of Common Stock issued pursuant to the Equity
Distribution Agreement as Exhibit 5.2 hereto.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference
herein.
Exhibit Index
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.
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IDERA PHARMACEUTICALS, INC.
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By:
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/s/ Bryant D. Lim
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Bryant D. Lim
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Senior Vice President, General Counsel and Secretary
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Dated: September 3, 2020
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