Item 1.01. Entry into a Material Definitive Agreement
On February 16, 2018, AVEO Pharmaceuticals, Inc. (the Company) entered into a sales agreement (the Sales Agreement) with Leerink
Partners LLC, as agent (Leerink), pursuant to which the Company may issue and sell shares of its common stock, $0.001 par value per share (the Shares), from time to time through Leerink (the Offering).
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Leerink may sell the Shares by methods deemed to be an
at the market offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act), including sales made directly on The Nasdaq Capital Market (Nasdaq) or on any
other existing trading market for the Companys common stock. With the Companys prior written approval, Leerink may also sell the Shares by any other method permitted by law, including in negotiated transactions.
The Company or Leerink may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. Leerink 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 Company has agreed to pay Leerink commissions for its services in acting as agent in the sale of the Shares in the amount of up to 3.0% of the gross
proceeds of any Shares sold pursuant to the Sales Agreement. The Company has also agreed to provide Leerink with customary indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of
the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr
LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares are registered pursuant to the Companys existing shelf Registration Statement on Form
S-3,
which was
declared effective on December 15, 2017 (File
No. 333-221837)
(the Registration Statement). The Company intends to file with the Securities and Exchange Commission a prospectus supplement
under the Registration Statement in connection with the issuance and sale of Shares having an aggregate offering price of up to $50,000,000 (the Prospectus Supplement). Offerings for such Shares will be made only by means of the
Prospectus Supplement. This Current Report on Form
8-K
shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.