Attached files
| file | filename |
|---|---|
| EX-5.1 - MICROMET, INC. | v202116_ex5-1.htm |
| EX-1.1 - MICROMET, INC. | v202116_ex1-1.htm |
| EX-99.1 - MICROMET, INC. | v202116_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November 10, 2010
MICROMET,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-50440
|
52-2243564
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
6707
Democracy Boulevard, Suite 505, Bethesda, MD
|
20817
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: (240) 752-1420
|
(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))
Item
1.01 Entry into a Material Definitive Agreement.
On November 10, 2010, Micromet, Inc.
(the “Company”)
entered into a purchase agreement (the “Purchase
Agreement”) with Piper Jaffray & Co. (the “Underwriter”).
Pursuant to the Purchase Agreement, the Company agreed to sell and the
Underwriter agreed to purchase for resale to the public (the “Public
Offering”), subject to the terms and conditions expressed therein,
9,900,000 shares of the Company’s common stock, par value $0.00004 per share
(the “Common
Stock”), at a price per share of $7.15. The Underwriter was also granted
an option to purchase 1,485,000 additional shares of Common Stock at the same
price per share to cover over-allotments. Delivery of the shares sold is
expected to occur on November 16, 2010, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and
covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriter for losses or damages
arising out of or in connection with the sale of the Common
Stock. The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 1.1
and is incorporated by reference herein.
The shares sold were registered
pursuant to a Registration Statement on Form S-3 (File No. 333-162541) (the
“Initial
Registration Statement”) that the Company filed with the Securities and
Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Act”), on
October 16, 2009 and which was declared effective by the Commission on November
2, 2009, including the prospectus constituting a part thereof, a related
Registration Statement on Form S-3 filed with the Commission pursuant to Rule
462(b) under the Act (the “462(b)
Registration Statement,” and together with the Initial Registration
Statement, the “Registration
Statements”), which was effective upon filing, and a final prospectus
supplement relating to the shares, dated November 11, 2010, filed with the
Commission pursuant to Rule 424(b) under the Act (as so supplemented,
collectively, the “Prospectus”).
In connection with the filing of the Registration Statements and the Prospectus,
Cooley LLP, legal counsel to the Company, issued an opinion and consent to the
Company as to the validity of the shares of Common Stock being offered in the
Public Offering, which are filed herewith as Exhibits 5.1 and 23.1 and which
constitute part of the Registration Statements.
Item
8.01 Other Events.
On November 11, 2010, the Company
issued a press release announcing the pricing of the offering. A copy
of the press release is attached as Exhibit 99.1 hereto.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
|
|
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1.1
|
Purchase
Agreement, dated November 10, 2010, by and between Micromet, Inc. and
Piper Jaffray & Co.
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|
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5.1
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Opinion
of Cooley LLP
|
|
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23.1
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Consent
of Cooley LLP (included in Exhibit 5.1)
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|
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99.1
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Press
Release dated November 11,
2010
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Forward-Looking
Statements
Certain
statements in this Report are forward-looking statements that involve a number
of risks and uncertainties. Such forward-looking statements include statements
about the public offering of common stock described herein. For such statements,
the Company claims the protection of the Private Securities Litigation Reform
Act of 1995. Actual events or results may differ materially from the Company’s
expectations. Factors that could cause actual results to differ materially from
the forward-looking statements include, but are not limited to, risks related to
the underwriter’s consummation of its obligations to purchase the securities and
whether the Company will be able to satisfy its conditions to close the
offering. Additional factors that could cause actual results to differ
materially from those stated or implied by the Company’s forward-looking
statements are disclosed in its filings with the Commission. These
forward-looking statements represent the Company’s judgment as of the time of
this report. The Company disclaims any intent or obligation to update
these forward-looking statements, other than as may be required under applicable
law.
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.
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MICROMET,
INC.
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||
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Date: November
12, 2010
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||
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By:
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/s/ Barclay A. Phillips
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Name:
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Barclay
A. Phillips
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Title: Senior
Vice President, Chief Financial
Officer
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||
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
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1.1
|
Purchase
Agreement, dated November 10, 2010, by and between Micromet, Inc. and
Piper Jaffray & Co.
|
|
|
5.1
|
Opinion
of Cooley LLP
|
|
|
23.1
|
Consent
of Cooley LLP (included in Exhibit 5.1)
|
|
|
99.1
|
Press
Release dated November 11,
2010
|