Attached files
file | filename |
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EX-5.1 - EX-5.1 - ALBIREO PHARMA, INC. | y91398exv5w1.htm |
EX-4.6 - EX-4.6 - ALBIREO PHARMA, INC. | y91398exv4w6.htm |
EX-1.1 - EX-1.1 - ALBIREO PHARMA, INC. | y91398exv1w1.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 17, 2011
BIODEL INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33451 | 90-0136863 | ||
(State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Saw Mill Road Danbury, Connecticut |
06810 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (203) 796-5000
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):
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the completion of the Offering (as defined below), on May 17, 2011, Biodel
Inc. (the Company) filed the Certificate of Designation of Series A Convertible Preferred stock
(the Certificate of Designation) with the Delaware Secretary of State. The Certificate of
Designation sets forth the powers, preferences, rights, qualifications, limitations and
restrictions applicable to the Series A Preferred Stock (as defined below). Each share of Series A
Preferred Stock is convertible into one share of Common Stock (as defined below) at any time at the
option of the holder, provided that the holder will be prohibited from converting Series A
Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder,
together with its affiliates, would beneficially own more than 9.98% of the total number of shares
of Common Stock then issued and outstanding. In the event of the Companys liquidation, dissolution
or winding up, holders of the Series A Preferred Stock will receive a payment equal to $0.01 per
share of Series A Preferred Stock before any proceeds are distributed to the holders of Common
Stock. After the payment of this preferential amount, and subject to the rights of holders of any
class or series of capital stock hereafter created specifically ranking by its terms senior to the
Series A Preferred Stock, holders of Series A Preferred Stock will participate ratably in the
distribution of any remaining assets with the Common Stock and any
other class or series of the Companys capital stock hereafter created that participates with the common stock in such distributions.
Shares of Series A Preferred Stock will generally have no voting rights, except as required by law
and except that the consent of holders of a majority of the outstanding Series A Preferred Stock
will be required to amend the terms of the Series A Preferred Stock or the Certificate of
Designation. The Series A Preferred Stock will not be entitled to receive any dividends, unless and
until specifically declared by the Companys board of directors.
Item 8.01. | Other Events. |
On May 18, 2011, the Company completed its previously announced registered direct offering,
issuance and sale (the Offering). The final amount of
securities issued in the Offering was an
aggregate of (i) 12,074,945 shares of the Companys common stock, par value $.01 per share (the
Common Stock), (ii) 1,813,944 shares of preferred stock that the Company has designated as the
Series A Convertible Preferred Stock, par value $.01 per share (the Series A Preferred Stock) and
(iii) warrants to purchase 9,027,772 shares of Common Stock (the Warrants). The Offering was
conducted pursuant to a placement agency agreement (the Placement Agency Agreement) with William
Blair & Company, L.L.C. and JMP Securities LLC as placement agents.
A copy of the final Placement Agency Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. A copy of the Certificate of Designation is attached as Exhibit
4.6 hereto and is incorporated herein by reference. The foregoing description of the material
terms of the Certificate of Designation and Series A Preferred Stock does not purport to be
complete and is qualified in its entirety by reference to such exhibit. A copy of the legal
opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the securities sold in
the Offering is attached as Exhibit 5.1 hereto.
Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are filed with this report on Form 8-K: | ||
1.1 | Placement Agency Agreement, dated May 12, 2011, among Biodel Inc. and the several placement agents named therein. | |
4.6 | Certificate of Designation of Series A Convertible Preferred Stock. | |
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above) |
SIGNATURE
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.
BIODEL INC. |
||||
Date: May 19, 2011 | By: | /s/ Gerard Michel | ||
Gerard Michel | ||||
Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
1.1
|
Placement Agency Agreement, dated May 12, 2011, among Biodel Inc. and the several placement agents named therein. | |
4.6
|
Certificate of Designation of Series A Convertible Preferred Stock. | |
5.1
|
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
23.1
|
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above) |