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EX-99.1 - PRESS RELEASE - OFFERING - NEWLINK GENETICS CORPnlnk-20130131xex991.htm
EX-1.1 - UNDERWRITING AGREEMENT - NEWLINK GENETICS CORPnlnk-20130131xex11.htm
EX-99.2 - PRESS RELEASE - PRICING - NEWLINK GENETICS CORPnlnk-20130131xex992.htm
EX-5.1 - OPINION AND CONSENT OF COUNSEL - NEWLINK GENETICS CORPnlnk-20130131xex51.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 31, 2013 (January 29, 2013)


NewLink Genetics Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-35342
42-1491350
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
 
2503 South Loop Drive
Ames, IA
50010
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (515) 296-5555
 
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 (see General Instruction A.2. below):
[ ] 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 30, 2013, we entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies & Company, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 4,000,000 shares of our common stock, par value $0.01 per share. The price to the public in this offering is $11.40 per share, and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $10.716 per share. The net proceeds to us from this offering are expected to be approximately $42.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The offering is expected to close on or about February 4, 2013, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, we have granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 600,000 shares of common stock.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, 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.
The offering is being made pursuant to our effective registration statement on Form S-3 (Registration Statement No. 333-185721) previously filed with the Securities and Exchange Commission and the respective prospectus supplements thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. 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.
On January 29, 2013, we issued a press release announcing that we had commenced the offering. On January 30, 2013, we issued a press release announcing that we had priced the offering. The press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.







Item 9.01.              Financial Statements and Exhibits.
 
(d)  Exhibits.

Exhibit Number
 
Description
1.1
 
Underwriting Agreement, dated January 30, 2013
5.1
 
Opinion of Cooley LLP
23.1
 
Consent of Cooley LLP (included in Exhibit 5.1)
99.1
 
Press Release, dated January 29, 2013, entitled “NewLink Genetics Corporation Announces Proposed Public Offering of Common Stock”
99.2
 
Press Release, dated January 30, 2013, entitled “NewLink Genetics Corporation 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.
Dated:    January 31, 2013


 
NewLink Genetics Corporation
 
 
 
 
By:
/s/ Gordon H. Link, Jr.
 
  Gordon H. Link, Jr.
Its:
  Chief Financial Officer







INDEX TO EXHIBITS


Exhibit Number
 
Description
1.1
 
Underwriting Agreement, dated January 30, 2013
5.1
 
Opinion of Cooley LLP
23.1
 
Consent of Cooley LLP (included in Exhibit 5.1)
99.1
 
Press Release, dated January 29, 2013, entitled “NewLink Genetics Corporation Announces Proposed Public Offering of Common Stock”
99.2
 
Press Release, dated January 30, 2013, entitled “NewLink Genetics Corporation Announces Pricing of Public Offering of Common Stock”