Attached files
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EX-1.1 - EX-1.1 - AFFYMAX INC | a11-8296_1ex1d1.htm |
EX-5.1 - EX-5.1 - AFFYMAX INC | a11-8296_1ex5d1.htm |
EX-99.1 - EX-99.1 - AFFYMAX INC | a11-8296_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 18, 2011
AFFYMAX, INC.
(Exact name of registrant as specified in charter)
Delaware |
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001-33213 |
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77-0579396 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
incorporation) |
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4001 Miranda Avenue
Palo Alto, California 94304
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (650) 812 -8700
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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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 March 18, 2011, Affymax, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Lazard Capital Markets LLC, as representative of the several underwriters (the Underwriters), relating to the public offering, issuance and sale of 8,474,576 shares of the Companys common stock, par value $0.001 per share (Common Stock). The price to the public in this offering is $5.90 per share. The net proceeds to the Company from this offering are expected to be approximately $46.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of the 30-day over-allotment option, which the Company has granted the Underwriters under the terms of the Underwriting Agreement to purchase up to an additional 1,271,186 shares of Common Stock to cover over-allotments, if any. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The offering is expected to close on or about March 23, 2011, 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. 333-165220) previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. 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 Underwriters, 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 March 18, 2011, 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 release is attached hereto as Exhibit 99.1 and is 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 underwriters fulfilling their obligations to purchase the securities and the Companys ability to satisfy its conditions to close the offering. These and other risks and uncertainties are described more fully under the headings Risk Factors in the Companys most recently filed documents with the Securities and Exchange Commission, including its Annual Report on Form 10-K, as well as in the preliminary prospectus supplement related to the public offering filed with the Securities and Exchange Commission. 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 |
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Description |
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1.1 |
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Underwriting Agreement, dated as of March 18, 2011, by and among the Company and the Underwriters. |
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5.1 |
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Opinion of Cooley LLP |
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23.1 |
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Consent of Cooley LLP (contained in Exhibit 5.1) |
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99.1 |
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Press Release, dated March 18, 2011, titled Affymax Announces Pricing of Public Offering of Common Stock. |
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.
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AFFYMAX, INC. | |||
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Dated: March 18, 2011 |
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By: |
/s/ Grace U. Shin | ||
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Grace U. Shin | ||
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General Counsel | ||
EXHIBIT INDEX
Exhibit |
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Description |
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1.1 |
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Underwriting Agreement, dated as of March 18, 2011, by and among the Company and the Underwriters. |
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5.1 |
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Opinion of Cooley LLP |
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23.1 |
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Consent of Cooley LLP (contained in Exhibit 5.1) |
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99.1 |
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Press Release, dated March 18, 2011, titled Affymax Announces Pricing of Public Offering of Common Stock. |