Current Report Filing (8-k)
August 09 2017 - 5:23PM
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): August 8, 2017
RADIUS HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35726
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80-0145732
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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950 Winter Street,
Waltham, MA
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02451
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
551-4000
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 Instructions A.2. below):
☐
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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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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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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 Entry into a Material Definitive Agreement.
On August 8, 2017, Radius Health, Inc. (the Company) and J.P. Morgan Securities LLC and Morgan Stanley & Co.
LLC, on their own behalf and as representatives of the several underwriters (the Underwriters), entered into an underwriting agreement (the Underwriting Agreement) pursuant to which the Company agreed to issue and sell
$300 million aggregate principal amount of 3.00% Convertible Senior Notes due 2024 (the Notes) to the Underwriters. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a
30-day
option to purchase up to an additional $45 million of 3.00% Convertible Senior Notes due 2024 solely to cover over-allotments.
The Company intends to use the net proceeds from the offering to support the U.S. commercial launch of TYMLOS (abaloparatide) injection
and the development of its life cycle management activities, such as the Companys investigational abaloparatide transdermal patch, and to advance the development of its pipeline of product candidates, including a Phase 2 clinical
trial of elacestrant (RAD1901) in breast cancer and a Phase 1 study of RAD140 in breast cancer, and for general corporate purposes.
The
closing of the issuance and sale of Notes is expected to occur on or about August 14, 2017, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties 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, other obligations of the parties and termination
provisions.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Goodwin Procter LLP, counsel to the
Company, has issued an opinion to the Company, dated August 8, 2017, relating to the offering and sale of the Notes to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated as of August 8, 2017, among Radius Health, Inc. and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, on their own behalf and as representatives of the several underwriters named in
Schedule 1 thereto.
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5.1
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Opinion of Goodwin Procter LLP, counsel to the Company, dated as of August 8, 2017.
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1).
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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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RADIUS HEALTH, INC.
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Date: August 9, 2017
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By:
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/s/ Brent
Hatzis-Schoch
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Name:
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Brent
Hatzis-Schoch
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Title:
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General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated as of August 8, 2017, among Radius Health, Inc. and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, on their own behalf and as representatives of the several underwriters named in
Schedule 1 thereto.
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5.1
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Opinion of Goodwin Procter LLP, counsel to the Company, dated as of August 8, 2017.
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1).
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