Current Report Filing (8-k)
September 10 2020 - 04:26PM
Edgar (US Regulatory)
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2020-09-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 9, 2020
ALBIREO PHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation) |
|
001-33451
(Commission File
Number) |
|
90-0136863
(IRS Employer
Identification No.) |
10 Post Office Square,
Suite 1000
Boston,
Massachusetts
(Address of principal executive offices) |
|
02109
(Zip Code) |
(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 |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
Common Stock |
|
ALBO |
|
The
Nasdaq Capital Market |
|
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 |
Entry into a Material
Definitive Agreement. |
On September 9, 2020, Albireo Pharma, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with
Cowen and Company, LLC and William Blair & Company, L.L.C., as
representatives of the several underwriters named therein
(collectively, the “Underwriters”), relating to the
issuance and sale (the “Offering”) of 4,000,000 shares
of common stock, par value $0.01 per share, of the Company. The
price to the public in the Offering is $40.00 per share, and the
Underwriters have agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $37.60 per
share. The net proceeds to the Company from the Offering are
expected to be approximately $150.1 million after deducting
underwriting discounts and commissions and estimated offering
expenses. Under the terms of the Underwriting Agreement, the
Underwriters have an option, exercisable for 30 days, to purchase
up to an additional 600,000 shares of the Company’s common stock at
the public offering price less the underwriting discounts and
commissions. All of the shares in the Offering are being sold by
the Company. The Offering is expected to close on or about
September 14, 2020, subject to satisfaction of customary closing
conditions.
The shares will be issued pursuant to the Company’s shelf
registration statement on Form S-3 (File No. 333- 238063)
filed with the Securities and Exchange Commission (the
“Commission”) on
May 7, 2020 and declared effective by the Commission on May 18,
2020 (the “Registration
Statement”). A prospectus and prospectus supplement relating
to the Offering have been filed with the Commission.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities arising 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 the 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 the contracting
parties. The foregoing description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to the
Underwriting Agreement, which is attached as Exhibit 1.1 hereto and
incorporated by reference herein. A copy of the legal opinion of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the
validity of the issuance and sale of the shares in the Offering is
attached as Exhibit 5.1 hereto.
On September 9, 2020, the Company issued a press release announcing
the pricing of the Offering, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements
and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
1.1 |
|
Underwriting Agreement,
dated September 9, 2020, by and among the Company, Cowen and
Company, LLC and William Blair & Company,
L.L.C. |
|
|
5.1 |
|
Opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. |
|
|
99.1 |
|
Press Release of Albireo
Pharma, Inc., dated September 9, 2020, announcing the pricing of
the underwritten public offering. |
|
|
|
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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.
|
ALBIREO
PHARMA, INC. |
|
|
Date:
September 10, 2020 |
/s/ Ronald H.W. Cooper
|
|
Ronald
H.W. Cooper |
|
President and Chief
Executive Officer |
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