Attached files
file | filename |
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EX-5.1 - EX-5.1 - ALBIREO PHARMA, INC. | y91313exv5w1.htm |
EX-4.7 - EX-4.7 - ALBIREO PHARMA, INC. | y91313exv4w7.htm |
EX-4.6 - EX-4.6 - ALBIREO PHARMA, INC. | y91313exv4w6.htm |
EX-1.1 - EX-1.1 - ALBIREO PHARMA, INC. | y91313exv1w1.htm |
EX-99.1 - EX-99.1 - ALBIREO PHARMA, INC. | y91313exv99w1.htm |
EX-10.27 - EX-10.27 - ALBIREO PHARMA, INC. | y91313exv10w27.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): May 12, 2011
BIODEL INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33451 | 90-0136863 | ||
(State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Saw Mill Road Danbury, Connecticut |
06810 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (203) 796-5000
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):
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 8.01. Other Events.
On May 12, 2011, Biodel Inc. (the Company) entered into a placement agency agreement (the
Placement Agency Agreement) with William Blair & Company, L.L.C. and JMP Securities LLC
(together, the Placement Agents), relating to the Companys registered direct offering, issuance
and sale (the Offering) of an aggregate of (i) up to 12,194,722 shares (the Common Shares) of
the Companys common stock, par value $.01 per share (the Common Stock), (ii) up to 1,694,167
shares (the Preferred Shares and, together with the Common Shares, the Shares) of preferred
stock that the Company has designated as the Series A Convertible Preferred Stock, par value $.01
per share (the Series A Preferred Stock) and (iii) warrants to purchase up to 9,027,772 shares of
Common Stock (the Warrants). The Shares and Warrants are being sold as units (the Units), each
Unit consisting of (i) one share of Common Stock and (ii) a Warrant to purchase 0.65 of a share of
Common Stock, at an exercise price of $2.48 per share of Common Stock; provided, however, that
certain Units consist of (i) one Preferred Share and (ii) one Warrant to purchase 0.65 of a share
of Common Stock at an exercise price of $2.48 per share of Common Stock. The Common Shares,
Preferred Shares and the Warrants comprising the Units are immediately separable and will be issued
separately. All of the Units are being sold by the Company.
The powers, preferences, rights, qualifications, limitations and restrictions applicable to
the Series A Preferred Stock are set forth in the Certificate of Designation of Series A
Convertible Preferred Stock (the Certificate of Designation), to be filed with the Secretary of
State of the State of Delaware prior to the closing of the Offering. Each share of Series A
Preferred Stock is convertible into one share of Common Stock at any time at the option of the
holder, provided that the holder will be prohibited from converting Series A Preferred Stock into
shares of Common Stock if, as a result of such conversion, the holder, together with its
affiliates, would beneficially own more than 9.98% of the total number of shares of Common Stock
then issued and outstanding. In the event of the Companys liquidation, dissolution or winding up,
holders of the Series A Preferred Stock will receive a payment equal to $0.01 per share of Series A
Preferred Stock before any proceeds are distributed to the holders of Common Stock. After the
payment of this preferential amount, and subject to the rights of holders of any class or series of
capital stock hereafter created specifically ranking by its terms senior to the Series A Preferred
Stock, holders of Series A Preferred Stock will participate ratably in the distribution of any
remaining assets with the Common Stock and any other class or series of our capital stock hereafter
created that participates with the common stock in such distributions. Shares of Series A
Preferred Stock will generally have no voting rights, except as required by law and except that the
consent of holders of a majority of the outstanding Series A Preferred Stock will be required to
amend the terms of the Series A Preferred Stock or the Certificate of Designation. The Series A
Preferred Stock will not be entitled to receive any dividends, unless and until specifically
declared by the Companys board of directors.
In connection with the Offering, on May 12, 2011, the Company also entered into subscription
agreements with a group of institutional investors (the Investors) relating to the sale of the
Units. The Investors have agreed to purchase the Units for a negotiated price of $2.16 per Unit.
The per share exercise price of the Warrants is $2.48. The Warrants will be exercisable
beginning on the original date of issuance and will expire on the date that is five years after the
original date of issuance.
The securities being sold in the Offering will be issued pursuant to a shelf registration
statement, as amended, that the Company filed with the Securities and Exchange Commission, which
became effective on February 3, 2010 (File No. 333-153167). A prospectus supplement relating to
the Offering will be filed with the Securities and Exchange Commission pursuant to Rule 424(b) of
the Securities Act of 1933, as amended. The closing of the Offering is expected to take place on
May 18, 2011, subject to the satisfaction of customary closing conditions.
Copies of each of the Placement Agency Agreement, the form of Certificate of Designation, the
form of Warrant and the form of subscription agreement with Investors are attached as Exhibit 1.1,
Exhibit 4.6, Exhibit 4.7 and Exhibit 10.27 hereto, respectively, and are incorporated herein by
reference. The foregoing description of the material terms of the Placement Agency Agreement,
Certificate of Designation, subscription agreements and the Warrants does not purport to be
complete and is qualified in its entirety by reference to such exhibits. A copy of the legal
opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the securities being
sold in the Offering is attached as Exhibit 5.1 hereto. The Company issued a press release on May
13, 2011 announcing the pricing of the Offering. This press release is attached as Exhibit 99.1
hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this report on Form 8-K:
1.1
|
Placement Agency Agreement, dated May 12, 2011, among Biodel Inc. and the several placement agents named therein. | |
4.6
|
Form of Certificate of Designation of Series A Convertible Preferred Stock | |
4.7
|
Form of Warrant | |
5.1
|
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
10.27
|
Form of Subscription Agreement | |
23.1
|
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above) | |
99.1
|
Press Release dated May 13, 2011 |
SIGNATURE
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.
BIODEL INC. |
||||
Date: May 12, 2011 | By: | /s/ Gerard Michel | ||
Gerard Michel | ||||
Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
1.1
|
Placement Agency Agreement, dated May 12, 2011, among Biodel Inc. and the several placement agents named therein. | |
4.6
|
Form of Certificate of Designation of Series A Convertible Preferred Stock | |
4.7
|
Form of Warrant | |
5.1
|
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
10.27
|
Form of Subscription Agreement | |
23.1
|
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above) | |
99.1
|
Press Release dated May 13, 2011 |