Attached files

file filename
EX-99.2 - EX-99.2 - HALOZYME THERAPEUTICS, INC.d383789dex992.htm
EX-99.1 - EX-99.1 - HALOZYME THERAPEUTICS, INC.d383789dex991.htm
EX-5.1 - EX-5.1 - HALOZYME THERAPEUTICS, INC.d383789dex51.htm
EX-1.1 - EX-1.1 - HALOZYME THERAPEUTICS, INC.d383789dex11.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): May 18, 2017

 

 

HALOZYME THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32335   88-0488686

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

11388 Sorrento Valley Road, San Diego, California   92121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 794-8889

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2017, Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 10,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Offering”). The price to the public in this offering is $12.50 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $11.75 per share. 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 at the initial offering price, less underwriting discounts and commissions. The net proceeds to the Company from the Offering are expected to be approximately $117.24 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on May 24, 2017, subject to the satisfaction of customary closing conditions.

The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-216315), as supplemented by a preliminary and final prospectus supplement thereunder, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

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, other obligations of the parties and termination provisions. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion, including the related consent, of DLA Piper LLP (US) relating to the legality of the shares issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report.

This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings.

 

Item 8.01 Other Events.

On May 18, 2017, the Company issued a press release announcing that it had commenced the Offering, and on May 18, 2017, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2 hereto, respectively.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The information set forth in the Exhibit Index immediately following the signature page to this Current Report on Form 8-K is incorporated by reference into this Item 9.01.


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.

 

    Halozyme Therapeutics, Inc.
May 19, 2017     By:  

/s/ Harry J. Leonhardt, Esq.

    Name:   Harry J. Leonhardt, Esq.
    Title:  

Senior Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement, dated May 18, 2017, by and among Halozyme Therapeutics, Inc., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc.
  5.1    Opinion and Consent of DLA Piper LLP (US)
23.1    Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
99.1    Press Release, dated May 18, 2017, titled “Halozyme Therapeutics Announces Public Offering of Common Stock”
99.2    Press Release, dated May 18, 2017, titled “Halozyme Therapeutics Prices Public Offering of Common Stock”