Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - Valeritas Holdings Inc. | exhibit991112018.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
November 15, 2018
Date of report (Date of earliest event reported)
_______________________
Valeritas Holdings, Inc.
(Exact name of registrant as specified in its charter)
________________________
Delaware | 001-38038 | 46-5648907 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
750 Route 202, Suite 600 Bridgewater, NJ (Address of principal executive offices) | 08807 (Zip Code) | ||
Registrant's telephone number, including area code (908) 927-9920 (Former name or former address, if changed since last report) ________________________ |
Check the appropriate box below if the Form 8‑K 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)) |
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 x
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. x
Item 8.01 Other Events.
On November 20, 2018, Valeritas Holdings, Inc. (the “Company”) closed its previously announced public offering, in which it sold an aggregate of (i) 75,000,000 shares of its common stock, $0.001 par value per share (“Common Stock”), (ii) Series A Warrants to purchase up to 75,000,000 shares of Common Stock and (iii) Series B Warrants to Purchase up to 75,000,000 shares of Common Stock, at a public offering price of $0.48 per share and accompanying warrants, before underwriting discounts and commissions to Oppenheimer & Co. Inc. (“Oppenheimer”), as representative for the several underwriters named in the Underwriting Agreement (as defined below), in accordance with and pursuant to the terms of an underwriting agreement, dated as of November 15, 2018 (the “Underwriting Agreement”), by and between the Company and Oppenheimer (the “Offering”). The Series A Warrants have an exercise price of $0.60 per share, are immediately exercisable and will expire on the fifth year anniversary of the date of issuance. The Series B Warrants have an exercise price of $0.48 per share, are immediately exercisable and will expire on the nine-month anniversary of the date of issuance. The shares of Common Stock and the accompanying warrants were sold together in the Offering, but were issued separately. Total net proceeds to the Company from the Offering are expected to be approximately $32.7 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. Oppenheimer and BTIG, LLC acted as joint book-running managers for the Offering, and National Securities Corporation, a wholly-owned subsidiary of National Holdings Corporation, acted as co-manager in connection with the Offering.
On November 15, 2018, the Company issued a press release announcing pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.
Neither the disclosures on this Current Report on Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “projects,” “intends,” “estimates,” and other words of similar meaning. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Readers should carefully consider any such statement and should understand that many factors could cause actual results to differ from these forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description |
99.1 | Press release dated November 15, 2018. |
EXHIBIT INDEX
Exhibit Number | Description |
99.1 | |
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.
VALERITAS HOLDINGS, INC. | ||
Dated: November 20, 2018 | By: | /s/ John E. Timberlake |
Name: John E. Timberlake | ||
Title: Chief Executive Officer | ||