Attached files

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EX-5.1 - EX-5.1 - Arbutus Biopharma Corpd892756dex51.htm
EX-1.1 - EX-1.1 - Arbutus Biopharma Corpd892756dex11.htm
EX-99.1 - EX-99.1 - Arbutus Biopharma Corpd892756dex991.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

March 19, 2015

(Date of Report - date of earliest event reported)

 

 

Tekmira Pharmaceuticals Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

British Columbia, Canada   001-34949   98-0597776

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

100-8900 Glenlyon Parkway

Burnaby, British Columbia,

Canada

  V5J 5J8
(Address of Principal Executive Offices)   (Zip Code)

(604) 419-3200

(Registrant’s Telephone Number, Including Area Code)

 

 

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 March 19, 2015, Tekmira Pharmaceuticals Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 7,500,000 common shares of the Company (the “Underwritten Shares”). All of the Underwritten Shares are being sold by the Company. The offering price of the Underwritten Shares to the public is $20.25 per common share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $19.035 per common share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $142.4 million. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,125,000 common shares (the “Option Shares” and together with the Underwritten Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions.

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 Underwritten Shares and any Option Shares will be issued pursuant to a registration statement on Form S-3 (File No. 333-200625). A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. The closing of the offering is expected to take place on March 25, 2015, subject to customary closing conditions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the legal opinion and consent of Farris, Vaughan, Wills & Murphy LLP, Canadian counsel to the Company, relating to the Company’s common shares is attached as Exhibit 5.1 hereto.

 

Item 8.01. Other Events.

The Company issued a press release on March 19, 2015 announcing the pricing of the underwritten public offering. The press release is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

 

1


Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement, dated March 19, 2015, by and among the Company, Leerink Partners LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.
  5.1    Opinion of Farris, Vaughan, Wills & Murphy LLP, dated March 19, 2015.
23.1    Consent of Farris, Vaughan, Wills & Murphy LLP (included as part of Exhibit 5.1).
99.1    Press Release of the Company, dated March 20, 2015.

 

2


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.

Date: March 19, 2015

 

TEKMIRA PHARMACEUTICALS CORPORATION
By:

/s/ Bruce G. Cousins

Name: Bruce G. Cousins
Title: Executive Vice President & Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement, dated March 19, 2015, by and among the Company, Leerink Partners LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.
  5.1    Opinion of Farris, Vaughan, Wills & Murphy LLP, dated March 19, 2015.
23.1    Consent of Farris, Vaughan, Wills & Murphy LLP (included as part of Exhibit 5.1).
99.1    Press Release of the Company, dated March 20, 2015.