Current Report Filing (8-k)
October 25 2017 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
October 25, 2017
SAVARA INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32157
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84-1318182
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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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900 South Capital of Texas Highway, Las Cimas IV, Suite 150
Austin, TX
(Address of
principal executive offices, including zip code)
(512)
961-1891
(Registrants telephone number, including area code)
N/A
(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):
☐
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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 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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On October 25, 2017, Savara Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC, as representative of the several underwriters named therein (the Underwriters), relating to the sale and issuance of
(i) an aggregate of 5,250,000 shares (the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), and
(ii) pre-funded
warrants to purchase
an aggregate of 775,000 shares of Common Stock (the
Pre-Funded
Warrants). The
Pre-Funded
Warrants will be exercisable at an exercise price of $0.01 per share
and will expire seven years from the date of issuance. The offering price to the public of the Shares is $7.85 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of
$7.379 per share. The offering price to the public of the
Pre-Funded
Warrants is $7.84 per
Pre-Funded
Warrant, which represents the per share public offering price for
the Shares less the $0.01 per share exercise price for each such
Pre-Funded
Warrant, and the Underwriters have agreed to purchase the
Pre-Funded
Warrants from
the Company pursuant to the Underwriting Agreement at a price of $7.369 per
Pre-Funded
Warrant. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable
for 30 days, to purchase up to an additional 787,500 shares of Common Stock at the same price per share as the Shares.
The Company estimates that the net
proceeds from the offering will be approximately $44.2 million or approximately $50.0 million if the Underwriters option to purchase additional shares is exercised in full.
The Shares and the
Pre-Funded
Warrants will be issued pursuant to the Companys shelf registration statement on
Form
S-3
(File
No. 333-202960).
A prospectus supplement relating to the offering will be filed with the SEC. The offering is expected to close on October 27,
2017, subject to the satisfaction of customary closing conditions.
The foregoing description of the material terms of the Underwriting Agreement and the
Pre-Funded
Warrants does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and the form of
Pre-Funded
Warrant. A copy of
the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference, and a copy of the form of
Pre-Funded
Warrant is attached as Exhibit 4.1 and is incorporated herein by reference.
A copy of the press release announcing the pricing of the public offering is attached to
this Current Report on Form
8-K
as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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Date: October 25, 2017
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SAVARA INC.
a Delaware
corporation
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By:
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/s/ Dave Lowrance
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Dave Lowrance
Chief Financial
Officer
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Savara (NASDAQ:SVRA)
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