Attached files
file | filename |
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EX-4.1 - EX-4.1 - Alexza Pharmaceuticals Inc. | d81838exv4w1.htm |
EX-5.1 - EX-5.1 - Alexza Pharmaceuticals Inc. | d81838exv5w1.htm |
EX-99.1 - EX-99.1 - Alexza Pharmaceuticals Inc. | d81838exv99w1.htm |
EX-10.1 - EX-10.1 - Alexza Pharmaceuticals Inc. | d81838exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2011
ALEXZA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51820 | 77-0567768 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Alexza Pharmaceuticals, Inc. 2091 Stierlin Court Mountain View, California |
94043 | |||
(Address of principal executive offices)
|
(Zip Code) |
Registrants telephone number, including area code: (650) 944-7000
(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):
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 | 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 May 3, 2011, Alexza Pharmaceuticals, Inc. ( Alexza) entered into a securities purchase
agreement with certain institutional investors (the
Purchasers), including RA Capital Management and
Tavistock Life Sciences, pursuant to which Alexza agreed
to sell an aggregate of 11,927,034 shares of common stock and
warrants to purchase up to an aggregate of
4,174,462 shares of Alexzas common stock with an initial
exercise price of $1.755 per share, in
a registered direct offering. The shares of common stock and the warrants will be sold in units,
with each unit consisting of one share of common stock and a warrant to purchase 0.35 of a share of
common stock, at an offering price of $1.35 per unit. Under the terms of the offering, Alexza
will issue and sell the units to the Purchasers for gross proceeds of
approximately $16.1 million.
The closing of the offering is expected to take place on May 6, 2011, subject to the satisfaction
of customary closing conditions. The net offering proceeds to Alexza from the sale of the units
will be approximately $15.8 million, after deducting estimated offering expenses payable by Alexza.
The foregoing descriptions of the securities purchase agreement and the warrants do not purport to
be complete and are qualified in their entirety by reference to the securities purchase agreement
and the form of warrant that are attached to this report as Exhibits 10.1 and 4.1, respectively,
and are incorporated herein by reference.
The units are being offered and sold pursuant to a prospectus supplement dated May 3, 2011 and an
accompanying base prospectus dated May 26, 2010, pursuant to Alexzas existing shelf registration
statement on Form S-3 (File No. 333-166514) that was declared effective by the Securities and
Exchange Commission on May 20, 2010. A copy of the opinion of Cooley llp relating to the
legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1
hereto.
On May 3, 2011, Alexza issued a press release announcing the pricing of the offering. A copy of the
press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute forward-looking
statements. Such statements include, but are not limited to, Alexzas issuance of securities, the
amount of proceeds from the offering and the closing of the offering. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors, that may cause actual
results to be materially different from any results expressed or implied by such forward-looking
statements. For example, there are risks associated with the Purchasers fulfilling their
obligations to purchase the securities and Alexzas ability to satisfy its conditions to close the
offering. All forward-looking statements are qualified in their entirety by this cautionary
statement. Alexza is providing this information as of this date and does not undertake any
obligation to update any forward-looking statements contained in this report as a result of new
information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
4.1
|
Form of Warrant | |
5.1
|
Opinion of Cooley llp | |
10.1
|
Securities Purchase Agreement | |
23.1
|
Consent of Cooley llp (included in Exhibit 5.1) | |
99.1
|
Press Release, dated May 3, 2011, entitled Alexza Prices $16.1 Million Registered Direct Offering |
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.
Alexza Pharmaceuticals, Inc. |
||||
Date: May 3, 2011 | By: | /s/ Thomas B. King | ||
Thomas B. King | ||||
President and Chief Executive Officer | ||||
INDEX TO EXHIBITS
Exhibit Number | Description | |
4.1
|
Form of Warrant | |
5.1
|
Opinion of Cooley llp | |
10.1
|
Securities Purchase Agreement | |
23.1
|
Consent of Cooley llp (included in Exhibit 5.1) | |
99.1
|
Press Release, dated May 3, 2011, entitled Alexza Prices $16.1 Million Registered Direct Offering |