Current Report Filing (8-k)
September 08 2020 - 4:58PM
Edgar (US Regulatory)
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2020-09-08
2020-09-08
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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):
September 8, 2020
ALBIREO PHARMA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation)
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001-33451
(Commission File
Number)
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90-0136863
(IRS Employer
Identification No.)
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10 Post Office Square, Suite 1000
Boston, Massachusetts
(Address of principal executive offices)
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02109
(Zip Code)
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(857) 254-5555
Registrant’s telephone number, including
area code
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:
¨Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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ALBO
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The Nasdaq Capital Market
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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 8.01 Other Events.
On September 8, 2020, Albireo Pharma, Inc. (the “Company”)
issued a press release (the “Offering Release”) announcing the commencement of a proposed underwritten public
offering of its common stock pursuant to a shelf registration statement on Form S-3 (File No. 333-238063) declared effective
by the Securities and Exchange Commission on May 18, 2020. In connection with the proposed offering, the Company also announced
its intention to grant the underwriters an option for a period of up to 30 days to purchase up to an additional 15% of the number
of shares of common stock sold in the offering on the same terms and conditions. The Offering Release is attached hereto as Exhibit
99.1 and incorporated by reference in this Item 8.01.
On September 8, 2020, the Company filed with the Securities
and Exchange Commission a preliminary prospectus supplement to its effective shelf registration statement on Form S-3 pursuant
to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed public
offering of shares of the Company’s common stock noted above. The preliminary prospectus supplement contains an updated summary
description of the Company’s business in the section entitled “Prospectus Supplement Summary,” which is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits hereto,
shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made
only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any
sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.
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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ALBIREO PHARMA, INC.
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Date: September 8, 2020
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/s/ Ronald H.W. Cooper
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Ronald H.W. Cooper
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President and Chief Executive Officer
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