Attached files
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EX-5.1 - EX-5.1 - ANADYS PHARMACEUTICALS INC | a57578exv5w1.htm |
EX-99.2 - EX-99.2 - ANADYS PHARMACEUTICALS INC | a57578exv99w2.htm |
EX-99.1 - EX-99.1 - ANADYS PHARMACEUTICALS INC | a57578exv99w1.htm |
EX-1.1 - EX-1.1 - ANADYS PHARMACEUTICALS INC | a57578exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2010
Anadys Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-50632 | 22-3193172 | ||
(State or other
jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5871 Oberlin Drive, Suite 200
San Diego, CA 92121
(Address of principal executive offices, including zip code)
San Diego, CA 92121
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (858) 530-3600
N/A
(Former name or former address, if changed since last report)
(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:
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 October 15, 2010, Anadys Pharmaceuticals, Inc. (Anadys or the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Lazard Capital Markets LLC (the
Underwriter), relating to the public offering, issuance
and sale of 13,888,889 shares of
Anadys common stock, par value $0.001 per share. The price to the public in this offering is
$1.80 per share. The net proceeds to the Company from this offering are expected to be
approximately $23.3 million, after deducting underwriting discounts and commissions and other
estimated offering expenses payable by the Company, assuming no exercise by the Underwriter of the
30-day over-allotment option, which the Company has granted the Underwriter under the terms of the
Underwriting Agreement to purchase up to an additional 2,083,333 shares of Common Stock to cover
over-allotments, if any. The offering is expected to close on or about October 20, 2010, subject to
customary closing conditions.
The offering is being made pursuant to the Companys effective registration statement on Form
S-3 and an accompanying prospectus (Registration Statement No. 333-158342) previously filed with
the Securities and Exchange Commission and a preliminary and final prospectus supplement
thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated
herein by reference, and the description of the terms of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the
opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the
offering is attached as Exhibit 5.1 hereto.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company, customary conditions to closing, indemnification obligations of the Company and the
Underwriter, including for liabilities 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 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, including being qualified by
confidential disclosures exchanged between the parties in connection with the execution of the
Underwriting Agreement.
Item 8.01 Other Events
On October 14, 2010, the Company issued a press release announcing it had commenced the public
offering. On October 15, 2010, the Company issued a press release announcing that it had priced the
public offering described in Item 1.01 of this Current Report on Form 8-K. The press releases are
attached as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute
forward-looking statements. Such statements include, but are not limited to the Companys
issuance of securities, the amount of proceeds from the offering and the closing of the offering.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors,
which may cause actual results to be materially different from any results expressed or implied by
such forward-looking statements. For example, there are risks associated with the underwriter
fulfilling its obligations to purchase the securities and the Companys ability to satisfy its
conditions to close the offering. Risk factors that may cause actual results to differ are
discussed in the Companys Securities and Exchange Commission filings. All forward-looking
statements are qualified in their entirety by this cautionary statement. The Company is providing
this information as of this date and does not undertake any obligation to update any
forward-looking statements contained in this report as a result of new information, future events
or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
No. | Description | |
1.1
|
Underwriting Agreement, dated October 15, 2010 | |
5.1
|
Opinion of Cooley LLP | |
23.1
|
Consent of Cooley LLP (included in Exhibit 5.1) | |
99.1
|
Press Release dated October 14, 2010 | |
99.2
|
Press Release dated October 15, 2010 |
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.
ANADYS PHARMACEUTICALS, INC. |
||||
Dated: October 15, 2010 | By: | /s/ Peter T. Slover | ||
Name: | Peter T. Slover | |||
Title: | Vice President, Finance and Operations | |||
Exhibit Index
Exhibit No. | Description | |
1.1 |
Underwriting Agreement, dated October 15, 2010 | |
5.1 |
Opinion of Cooley LLP | |
23.1 |
Consent of Cooley LLP (included in Exhibit 5.1) | |
99.1 |
Press Release dated October 14, 2010 | |
99.2 |
Press Release dated October 15, 2010 |