Current Report Filing (8-k)
June 02 2017 - 5:08PM
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)
June 2, 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
(Registrant’s 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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☐
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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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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 2, 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 8,421,053 shares
(the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The offering price to the public is $4.75 per share, and the Underwriters have agreed to purchase the Shares from the Company
pursuant to the Underwriting Agreement at a price of $4.4175 per share. 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 1,263,157 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
$36.9 million, or approximately $42.5 million if the Underwriters’ option to purchase additional shares is exercised in full.
The Shares
will be issued pursuant to the Company’s 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 June 7, 2017, subject to the satisfaction of customary closing conditions.
The foregoing
description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form
8-K
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
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Item 9.01.
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Financial Statements and 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 June 2, 2017, by and between Savara Inc. and Jefferies LLC, as representative of the several underwriters named therein
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
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23.1
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
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99.1
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Press Release of Savara Inc. dated June 2, 2017
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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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Date: June 2, 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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EXHIBIT INDEX
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Exhibit
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Description
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1.1
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Underwriting Agreement, dated June 2, 2017, by and between Savara Inc. and Jefferies LLC, as representative of the several underwriters named therein
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
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23.1
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
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99.1
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Press Release of Savara Inc. dated June 2, 2017
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Savara Inc. (AMEX:MSTX)
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