Current Report Filing (8-k)
November 09 2018 - 05:20PM
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): November 9, 2018
Zafgen, Inc.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-36510
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20-3857670
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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175 Portland Street, 4th Floor
Boston, Massachusetts
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02114
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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) 622-4003
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:
☐
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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
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Entry Into a Material Definitive Agreement.
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On November 9, 2018, Zafgen,, Inc. (the Company) entered into a Sales Agreement (the Agreement) with Cowen
and Company, LLC (Cowen) with respect to an
at-the-market
offering program under which the Company may offer and sell, from time to time at its sole
discretion, shares of its common stock, par value $0.001 per share (the Common Stock), having an aggregate offering price of up to $50,000,000 (the Placement Shares) through Cowen as its sales agent. The issuance and sale, if
any, of the Placement Shares by the Company under the Agreement will be made pursuant to the Companys effective registration statement on Form
S-3
(Registration Statement
No. 333-219834).
A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Placement Shares is attached as Exhibit 5.1 hereto.
Cowen may sell the Placement Shares by any method permitted by law deemed to be an
at-the-market
offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The NASDAQ Global Market (Nasdaq) or on any
other existing trading market for the Common Stock. Cowen will use commercially reasonable efforts to sell the Placement Shares from time to time consistent with its normal sales practices and applicable federal rules, regulations and Nasdaq rules,
based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission equal to 3.0 percent (3.0%) of the gross sales
proceeds of any Placement Shares sold through Cowen under the Agreement, and also has provided Cowen with customary indemnification and contribution rights.
The Company is not obligated to make any sales of Common Stock under the Agreement. The Company or Cowen may suspend or terminate the offering
of Shares upon notice to the other party and subject to other conditions. Cowen will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and
regulations and the rules of Nasdaq.
The foregoing description of the Agreement is not complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference. A copy of the opinion of Goodwin
Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
This
Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in
any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01
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Financial Statements and Exhibits.
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(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: November 9, 2018
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ZAFGEN, INC.
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By:
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/s/ Jeffrey S. Hatfield
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Jeffrey S. Hatfield
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Chief Executive Officer
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