Attached files
file | filename |
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EX-5.1 - EX-5.1 - Cascadian Therapeutics, Inc. | v59027exv5w1.htm |
EX-1.1 - EX-1.1 - Cascadian Therapeutics, Inc. | v59027exv1w1.htm |
EX-99.1 - EX-99.1 - Cascadian Therapeutics, Inc. | v59027exv99w1.htm |
Table of Contents
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2011
ONCOTHYREON INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33882 | 26-0868560 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
(206) 801-2100
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
(Registrants telephone number, including area code)
(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):
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 8.01 Other Events. | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-1.1 | ||||||||
EX-5.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2011, Oncothyreon Inc. (the Company) entered into an underwriting agreement
(the Underwriting Agreement) with Cowen and Company, LLC as sole book-running manager and
representative of the several underwriters party thereto (collectively, the Underwriters)
relating to the public offering (the Offering) of 10,000,000 shares of the Companys common
stock, $0.0001 par value per share (the Common Stock), at a price to the public of $4.00 per
share (the Offering Price), less underwriting discounts and commissions. Under the terms of the
Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase
up to an additional 1,500,000 shares of Common Stock to cover over-allotments, if any, at the
Offering Price. The net proceeds to the Company from the sale of the Common Stock, after deducting
the Underwriters discount and commission and other estimated offering expenses payable by the
Company, are expected to be approximately $37.4 million assuming no exercise by the
Underwriters of their over-allotment option, or $43.0 million if the Underwriters exercise their
over-allotment option in full. The Offering is expected to close on May 4, 2011, subject to the
satisfaction of customary closing conditions.
The Common Stock is being offered and sold pursuant to a prospectus dated April 8, 2011 and a
preliminary prospectus supplement filed with the U.S. Securities and Exchange Commission (the
SEC) on April 28, 2011, in connection with a takedown from the Companys effective shelf
registration statement on Form S-3 (File No. 333-173227) declared effective by the SEC on April 8,
2011.
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 Underwriting Agreement has been filed with this report to provide investors and security
holders with information regarding its terms. It is not intended to provide any other factual
information about the Company. 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.
The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to
the Common Stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing is only a brief description of the material terms of the Underwriting Agreement,
does not purport to be a complete description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is
filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On April 29, 2011, the Company issued a press release announcing the pricing of the Offering.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached
exhibits are deemed to have been filed with the Securities and Exchange Commission:
Table of Contents
Exhibit | ||
Number | Description | |
1.1
|
Underwriting Agreement, dated as of April 29, 2011, among Oncothyreon Inc. and the several underwriters party thereto. | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
23.1
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |
99.1
|
Press Release issued by Oncothyreon Inc. dated April 29, 2011. |
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.
ONCOTHYREON INC. |
||||
By: | /s/ Julia M. Eastland | |||
Julia M. Eastland | ||||
Chief Financial Officer, Secretary and Vice President of Corporate Development |
||||
Date: April 29, 2011
Table of Contents
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
1.1
|
Underwriting Agreement, dated as of April 29, 2011, among Oncothyreon Inc. and the several underwriters party thereto. | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
23.1
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |
99.1
|
Press Release issued by Oncothyreon Inc. dated April 29, 2011. |