Attached files

file filename
EX-99.1 - PRESS RELEASE - Chelsea Therapeutics International, Ltd.d278588dex991.htm
EX-5.1 - OPINION OF WYRICK ROBBINS YATES & PONTON LLP - Chelsea Therapeutics International, Ltd.d278588dex51.htm
EX-1.5 - UNDERWRITING AGREEMENT - Chelsea Therapeutics International, Ltd.d278588dex15.htm

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): January 6, 2012

 

 

CHELSEA THERAPEUTICS

INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51462   20-3174202

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

ID Number)

 

3530 Toringdon Way, Suite 200, Charlotte, North Carolina   28277
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (704) 341-1516

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 January 6, 2012, Chelsea Therapeutics International, Ltd. entered into an underwriting agreement with Leerink Swann LLC, as representative of the several underwriters named in Schedule A thereto, relating to an underwritten public offering of 4,338,500 shares of Chelsea’s common stock, par value $0.0001 per share, at a public offering price of $4.75 per share. Chelsea expects the net proceeds from the sale of the shares to be approximately $19.2 million, after deducting underwriting discounts and commissions and estimated offering expenses. In addition, Chelsea has granted the underwriters a 30-day option to purchase up to an additional 650,775 shares of common stock to cover over-allotments, if any. Leerink Swann LLC is acting as sole book-running manager for the offering. Needham & Company, LLC and Roth Capital Partners, LLC are acting as co-managers.

The offering is being made pursuant to a prospectus supplement dated January 5, 2012 and an accompanying prospectus dated January 10, 2011, pursuant to Chelsea’s shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission, or the Commission, on January 10, 2011 and became effective on January 19, 2011 (File No. 333-171628), and an automatically effective registration statement on Form S-3 (File No. 333-178893), which was filed with the Commission on January 5, 2012. The offering is expected to close on or about January 11, 2012, subject to the satisfaction of customary closing conditions contained in the underwriting agreement. The underwriting agreement contains customary representations, warranties, and agreements by Chelsea, and customary conditions to closing, indemnification obligations of Chelsea and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

A copy of the underwriting agreement is attached as Exhibit 1.5 and is incorporated herein by reference. The foregoing description of the underwriting agreement is not complete and is qualified in its entirety by reference to Exhibit 1.5. The prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. A copy of the opinion of Wyrick Robbins Yates & Ponton LLP relating to the validity of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

 

Item 8.01. Other Events.

On January 6, 2012, Chelsea Therapeutics International, Ltd. issued a press release announcing the pricing of the underwritten public offering described in Item 1.01 of this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

2


Exhibit
No.

  

Description

  1.5    Underwriting Agreement, dated January 6, 2012, between Chelsea Therapeutics International, Ltd. and Leerink Swann LLC, as representative of several underwriters.
  5.1    Opinion of Wyrick Robbins Yates & Ponton LLP.
23.1    Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1)
99.1    Press release dated January 6, 2012.

 

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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.

 

    CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
Date: January 6, 2012    

/s/ J. Nick Riehle

    J. Nick Riehle, Chief Financial Officer

 

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