Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Vericel Corp | a58102exv99w1.htm |
| EX-5.2 - EX-5.2 - Vericel Corp | a58102exv5w2.htm |
| EX-4.1 - EX-4.1 - Vericel Corp | a58102exv4w1.htm |
| EX-1.1 - EX-1.1 - Vericel Corp | a58102exv1w1.htm |
| EX-5.1 - EX-5.1 - Vericel Corp | a58102exv5w1.htm |
Table of Contents
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): December 10, 2010
Aastrom Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 000-22025 | 94-3096597 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
| 24 Frank Lloyd Wright Drive, P.O. Box 376, Ann Arbor, Michigan |
48106 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (734) 930-5555
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:
| 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)) |
TABLE OF CONTENTS
| Item 1.01. Entry into a Material Definitive Agreement | ||||||||
| Item 7.01. Regulation FD Disclosure | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Index to Exhibits | ||||||||
| EX-1.1 | ||||||||
| EX-4.1 | ||||||||
| EX-5.1 | ||||||||
| EX-5.2 | ||||||||
| EX-99.1 | ||||||||
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement.
On December 10, 2010, Aastrom Biosciences, Inc. (the “Company”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, as
representative of the underwriters identified therein (collectively, the “Underwriters”), pursuant
to which the Company agreed to offer and sell up to 10,000,000 shares of its common stock, no par
value, and warrants to purchase up to 10,000,000 shares of its common stock. The common stock and
warrants will be sold in units, with each unit consisting of one share of common stock and one
warrant. Each warrant (a “Warrant”) will be exercisable to purchase one share of common stock
at an initial exercise price of $3.22 per share of common stock at any time on or after the date of
issuance and will expire five years from the date of issuance. Each unit will be sold to investors
in this offering at a negotiated price of $2.25 per unit (the “Offering”). Units will not be issued
or certificated. The shares of common stock and Warrants will be issued separately but can only be
purchased together in this Offering. The Company expects to receive approximately $22,500,000
million in gross proceeds from the Offering before underwriting discounts and commissions and
Offering expenses.
The Underwriting Agreement contains representations, warranties and covenants of the Company
that are customary for transactions of this type and customary conditions to closing. Additionally, the
Company has agreed to provide the Underwriters with customary indemnification rights under
the Underwriting Agreement. The shares
are expected to be delivered to the Underwriters on or about December 15, 2010, subject to the
satisfaction of customary closing conditions.
The common stock and warrants were registered for offer and sale on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), by
the Company’s Registration Statement on Form S-3, as amended (Registration No. 333-170581), which
was declared effective by the Securities and Exchange Commission (the “SEC”) on November 29, 2010.
In connection with this Offering, the Company filed with the SEC a preliminary prospectus
supplement on December 9, 2010 pursuant to Rule 424(b) under the Securities Act.
A copy of the Underwriting Agreement and the form of Warrant Agreement to be executed in
connection with the Offering are filed herewith as Exhibits 1.1 and 4.1, respectively, and are
incorporated herein by reference. The foregoing description of the Underwriting Agreement and the
Warrant Agreement by the Company and the documentation related thereto does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.
The opinions of the Company’s counsel regarding the validity of the shares, Warrants and
shares issuable upon exercise of the Warrants issued pursuant to the Offering are also filed
herewith as Exhibits 5.1 and 5.2.
Item 7.01. Regulation FD Disclosure.
On December 10, 2010, the Company issued a press release entitled “Aastrom Biosciences, Inc.
Prices $22.5 Million Public Offering.” A copy of the press release is attached as Exhibit 99.1 and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this
report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
Table of Contents
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
1.1
|
Underwriting Agreement between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the Underwriters, dated as of December 10, 2010. | |
4.1
|
Form of Warrant Agreement. | |
5.1
|
Opinion of Dykema Gossett PLLC. | |
5.2
|
Opinion of Goodwin Procter LLP. | |
23.1
|
Consent of Dykema Gossett PLLC (contained in its opinion filed as Exhibit 5.1). | |
23.2
|
Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.2). | |
99.1
|
Press release of Aastrom Biosciences, Inc., dated December 10, 2010. |
Table of Contents
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.
| Aastrom Biosciences, Inc. |
||||
| Date: December 10, 2010 | By: | /s/ Timothy Mayleben | ||
| Name: | Timothy Mayleben | |||
| Title: | Chief Executive Officer and President | |||
Table of Contents
Index to Exhibits
| Exhibit | ||
| Number | Description | |
1.1
|
Underwriting Agreement between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the Underwriters, dated as of December 10, 2010. | |
4.1
|
Form of Warrant Agreement. | |
5.1
|
Opinion of Dykema Gossett PLLC. | |
5.2
|
Opinion of Goodwin Procter LLP. | |
23.1
|
Consent of Dykema Gossett PLLC (contained in its opinion filed as Exhibit 5.1). | |
23.2
|
Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.2). | |
99.1
|
Press release of Aastrom Biosciences, Inc., dated December 10, 2010. |