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
December 12, 2005
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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000-49616
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88-0488686 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 11588 Sorrento Valley Road, Suite 17, San Diego, California
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92121 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 794-8889
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into Material Definitive Agreement.
On December 12, 2005, Halozyme Therapeutics, Inc. (“Halozyme”) entered into a Placement Agent
Agreement with SG Cowen & Co., LLC, Rodman & Renshaw, LLC and Roth Capital Partners, LLC, relating
to a registered direct offering of 9,171,429 shares of Halozyme’s common stock. Under the terms of
the transaction, Halozyme will sell the common stock at $1.75 per share to a group of institutional
investors for gross proceeds of approximately $16.1 million. The closing of the offering is
expected to take place on December 16, 2005, subject to the satisfaction of customary closing
conditions.
The common stock will be issued pursuant to a prospectus supplement filed with the Securities
and Exchange Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, in
connection with a shelf takedown from Halozyme’s registration statement on Form S-3 (333-125731),
as amended, which became effective on June 17, 2005.
The net proceeds from this offering to fund will be used for: (i) research and development
activities; (ii) clinical trials; and (iii) other working capital and general corporate purposes.
A copy of the opinion of Hale Lane Peek Dennison and Howard, special counsel for Halozyme,
relating to the validity of the shares in the offering is being filed as Exhibit 5.1 to this
Current Report on Form 8-K and incorporated herein by reference. The Placement Agent Agreement is
being filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference. The press release, dated December 13, 2005, announcing the transaction, is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
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5.1
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Opinion of Hale Lane Peek Dennison and Howard
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10.1
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Placement Agent Agreement, dated as
of December 12, 2005 between Halozyme, SG Cowen & Co., LLC, Rodman & Renshaw,
LLC and Roth Capital Partners, LLC |
99.1
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Press release dated December 13, 2005 |