Attached files
| file | filename |
|---|---|
| EX-5.1 - CASI Pharmaceuticals, Inc. | v173198_ex5-1.htm |
| EX-99.1 - CASI Pharmaceuticals, Inc. | v173198_ex99-1.htm |
| EX-10.1 - CASI Pharmaceuticals, Inc. | v173198_ex10-1.htm |
| EX-1.1 - CASI Pharmaceuticals, Inc. | v173198_ex1-1.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): February 3,
2010
ENTREMED,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
|
0-20713
(Commission
File Number)
|
58-1959440
(IRS
Employer Identification No.)
|
9640
Medical Center Drive
Rockville,
Maryland
______________________
(Address
of principal executive offices)
20850
____________________
(Zip
Code)
(240)
864-2600
_____________________
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
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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
February 3, 2010, EntreMed, Inc., a Delaware corporation (“EntreMed”),
consummated the issuance and sale (the “Offering”) of 3,846,154 shares of its
common stock, par value $0.01 per share (the “Shares”) to an institutional
investor (the “Investor”). The Offering was made pursuant to a stock
purchase agreement dated as of February 3, 2010 (the “Stock Purchase Agreement”)
between EntreMed and the Investor. In accordance with the Stock
Purchase Agreement, EntreMed issued and sold the Shares to the Investor for an
aggregate purchase price of $2,500,000, or $0.65 per share. A copy of
the form of Stock Purchase Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K, which is incorporated herein by
reference. The foregoing description of the Stock Purchase Agreement
is a summary only and is subject to, and qualified in its entirety by, such
exhibit.
Also in
connection with the Offering, EntreMed entered into a placement agent agreement
dated as of February 3, 2010 (the “Placement Agent Agreement”) with Wharton
Capital Markets LLC (the “Placement Agent”), pursuant to which the Placement
Agent acted as exclusive placement agent on a best efforts basis for the
Offering. The Placement Agent received a placement fee equal to 6% of
the gross proceeds of the Offering. A copy of the Placement Agent
Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, which
is incorporated herein by reference. The foregoing description of the
Placement Agent Agreement is a summary only and is subject to, and qualified in
its entirety by, such exhibit.
EntreMed
made the Offering pursuant to a shelf registration statement on Form S-3
(Registration No. 333-161100) previously filed and declared effective by the
Securities and Exchange Commission (the “Commission”) on October 9, 2009, and a
base prospectus dated as of the same date, as supplemented by a prospectus
supplement filed with the Commission on or about February 4, 2010.
The
aggregate net proceeds from the Offering, after deducting the Placement Agents’
fees and estimated other offering expenses payable by EntreMed, is expected to
be approximately $2.3 million.
On
February 4, 2010, EntreMed issued a press release announcing the closing of the
Offering, the text of which is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference. A copy of the
legal opinion of Arnold & Porter LLP relating to the shares issued in the
Offering is attached as Exhibit 5.1 to this Current Report on
Form 8-K.
Item
9.01. Financial Statements and Exhibits.
|
(d)
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Exhibits.
|
|
Exhibit
Number
|
Description
|
||
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1.1
|
Placement
Agent Agreement, dated as of February 3, 2010, by and between EntreMed,
Inc. and Wharton
Capital Markets LLC
|
||
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5.1
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Opinion
of Arnold & Porter LLP
|
||
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10.1
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Form
of Stock Purchase Agreement
|
||
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23.1
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Consent
of Arnold & Porter LLP (included as part of Exhibit
5.1)
|
||
|
99.1
|
Press
release dated February 4, 2010
|
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.
|
ENTREMED,
INC.
|
|||
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/s/
Cynthia W. Hu
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|||
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Name:
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Cynthia
W. Hu
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||
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Title:
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Chief
Operating Officer, General Counsel &
Secretary
|
||
Date: February
4, 2010
Exhibit
Index
|
Exhibit
Number
|
Description
|
||
|
1.1
|
Placement
Agent Agreement, dated as of February 3, 2010, by and between EntreMed,
Inc. and Wharton
Capital Markets LLC
|
||
|
5.1
|
Opinion
of Arnold & Porter LLP
|
||
|
10.1
|
Form
of Stock Purchase Agreement
|
||
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23.1
|
Consent
of Arnold & Porter LLP (included as part of Exhibit
5.1)
|
||
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99.1
|
Press
release dated February 4, 2010
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