Item 8.01 Other Events.
On January 18, 2018, we entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Cantor
Fitzgerald & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 12,100,000 shares of our common stock, par value $0.001
per share. The price to the public in the offering is $2.90 per share and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $2.726 per share. The net proceeds to us from the offering are
expected to be approximately $32.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on January 23, 2018, subject to
customary closing conditions. In addition, we granted the Underwriters a
30-day
option to purchase up to 1,815,000 additional shares of our common stock at the public offering price, less the underwriting
discounts and commissions. We anticipate using the net proceeds from the offering for working capital and general corporate purposes, which may include capital expenditures and research and development, sales and marketing and general and
administrative expenses.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing,
indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 such parties.
The offering is being made pursuant to our registration statement on Form
S-3
(Registration Statement
No. 333-216977),
previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on April 6, 2017, and a prospectus supplement thereunder. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this report. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion
of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached to this report as Exhibit 5.1.
On
January 16, 2018, we issued a press release announcing the offering, and on January 18, 2018, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached to this report as Exhibit 99.1
and Exhibit 99.2, respectively.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature, including statements regarding our expectations with respect to our public offering of
common stock, including the anticipated closing date, the anticipated net proceeds to us from the offering and our anticipated use of the net proceeds from the offering, are forward-looking statements. These statements are only predictions based on
current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and
the satisfaction of customary closing conditions for an offering of securities. For a discussion of these and other factors, please refer to our quarterly report on Form
10-Q
for the quarter ended
September 30, 2017 as well as our subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update this report to reflect events or
circumstances after the date hereof, except as required by law.