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 20, 2010
ANTHERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34637
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20-1852016 |
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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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25801 Industrial Boulevard, Suite B, Hayward, California
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94545 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (510) 856-5600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 20, 2010, Anthera Pharmaceuticals, Inc. (the Company) entered into a securities purchase agreement (the Securities Purchase Agreement)
with certain accredited investors (the Purchasers) pursuant to which the Company
agreed to sell an aggregate of 10,500,000 units, with each unit consisting of (A) one (1)
share of Common Stock, $0.001 par value per share (the Shares) and (B) a warrant to
purchase 0.40 shares of Common Stock (the Warrants). The purchase price per unit is
$3.00. Piper Jaffray & Co. served as the Companys lead placement agent and Wedbush PacGrow Life
Sciences served as co-placement agent in the private placement (collectively, the Placement Agents).
The Warrants will be exercisable for a period of five years from the date of their issuance at
a per share exercise price of $3.30, subject to certain adjustments as
specified in the warrants. The closing of the transaction is expected to occur on or
about September 24, 2010, subject to the satisfaction of customary closing conditions. The Company
expects to receive net proceeds of approximately $29.3 million from the sale of the Shares and Warrants (collectively, the
Securities) and will use the net proceeds to fund the previously announced expansion of
the Companys A-623 Phase 2b study, known as PEARL-SC (A Randomized, Double-Blind Phase 2b Study to
Evaluate the Efficacy, Safety, and Tolerability of A-623 AdministRation in Subjects with Systemic
Lupus Erythematosus), the manufacture of Phase 3 material for A-623 and for general corporate
purposes.
The Securities Purchase Agreement includes representations, warranties, and covenants
customary for a transaction of this type. The Securities issued in the offering will be sold
pursuant to the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended and Regulation D promulgated thereunder. In accordance with the terms of the Securities
Purchase Agreement, each Purchaser will deposit funds in a
non-interest bearing escrow account on or before the closing.
The net proceeds of the offering will be released to the Company from the
escrowed funds on the closing date of the offering. In addition,
a placement fee of six percent (6.0%) of the gross proceeds of all Securities sold in the offering
will be released to the Placement Agents at closing from the escrowed
funds.
In connection with the offering, the Company has entered into a registration rights agreement
(the Registration Rights Agreement) with each Purchaser. The Registration Rights
Agreement provides that the Company will file a resale registration statement (the Initial
Registration Statement) covering all of the Shares and the Warrant Shares, up to the maximum
number of shares able to be registered pursuant to applicable Securities and Exchange Commission
regulations, within 30 days of the closing of the offering. If any Shares or Warrant Shares are
unable to be included on the Initial Registration Statement, the Company has agreed to file
subsequent registration statements until all the Shares and Warrant Shares have been registered.
Under the terms of the Registration Rights Agreement, the Company is obligated to maintain the
effectiveness of the resale registration statement until all securities therein are sold or
otherwise can be sold pursuant to Rule 144, without any restrictions. The Registration Rights
Agreement contains customary terms and conditions for a transaction of this type, including certain
customary cash penalties on the Company for its failure to satisfy specified filing and
effectiveness time periods.
The foregoing description of each of the Securities Purchase Agreement, the Registration
Rights Agreement and the form of Warrant is qualified in its entirety by reference thereto, which
are filed as Exhibits 10.1, 10.2 and 4.1 to this Current Report, respectively, and are incorporated
herein by reference. The press release announcing the offering is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the
unregistered sale of equity securities is incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following the completion of the Offering, the Company expects that its Board of Directors will
appoint Peter Thompson, M.D. to the Board of Directors.
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Peter Thompson, M.D., is currently a Venture Partner with OrbiMed Advisors, LLC and has over 20 years of
industry experience. He co-founded Trubion Pharmaceuticals, and served as CEO and
Chairman from its inception through its IPO on NASDAQ and as a public company until his retirement
in 2009. Dr. Thompson is the former Vice President and General Manager of Chiron Informatics at
Chiron Corporation and held various executive positions at Becton Dickinson, including Vice
President, Research and Technology Department of BD Bioscience. Dr. Thompson is a co-founder of
iMetrikus, a clinical decision support company, where he served as CEO and Chairman. He is the
founder and Managing Director of Strategicon Partners, an investment and management services
company. He serves as a Director of Response Biomedical and CoDa Therapeutics. Dr. Thompson is an
Ernst & Young Entrepreneur of the Year awardee, an inventor on numerous patents, a board-certified
internist and oncologist, and was on staff at the National Cancer Institute following his internal
medicine training at Yale University.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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4.1
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Form of Warrant |
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10.1
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Form of the Securities Purchase Agreement, among the Company and
the purchasers thereto,
dated September 20, 2010 |
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10.2
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Form of the Registration Rights Agreement, between the Company and
the Holders thereto, dated September 20,
2010 |
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99.1
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Press Release, dated September 21, 2010 |
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