Attached files

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EX-99.2 - EX-99.2 - OTONOMY, INC.d771406dex992.htm
EX-99.1 - EX-99.1 - OTONOMY, INC.d771406dex991.htm
EX-3.1 - EX-3.1 - OTONOMY, INC.d771406dex31.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)

July 7, 2020

 

 

Otonomy, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36591   26-2590070
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

4796 Executive Drive

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(619) 323-2200

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value

$0.001 per share

  OTIC  

The NASDAQ Stock Market LLC

(The Nasdaq Global Select Market)

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 7, 2020, the Board of Directors of Otonomy, Inc. (the “Company”) approved the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”) to insert Article XI - Exclusive Forum to provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).

The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.

 

Item 8.01.

Other Events.

On July 8, 2020, the Company issued a press release announcing the commencement of an underwritten public offering of its common stock, par value $0.001 per share, and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of our common stock, pursuant to its shelf registration statement on Form S-3 (File No. 333-227269), which became effective on September 21, 2018 (the “Registration Statement”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On July 9, 2020, in connection with the offering, the Company filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to the Registration Statement pursuant to Rule 424(b) under the Securities Act. The Company included updated risk factors in the Preliminary Prospectus Supplement. The revised risk factor disclosure is filed herewith as Exhibit 99.2 and incorporated by reference.

This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there by any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such jurisdiction.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
    No.    
   Description
  3.1    Amended and Restated Bylaws
99.1    Press Release dated July 8, 2020
99.2    Updated Risk Factors


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.

 

OTONOMY, INC.
By:  

/s/ Paul E. Cayer

  Paul E. Cayer
  Chief Financial and Business Officer

Date: July 9, 2020