Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT - SELLAS Life Sciences Group, Inc. | exhibit101-purchaseagreeme.htm |
| EX-5.1 - EXHIBIT - SELLAS Life Sciences Group, Inc. | exhibit51-troygouldconsent.htm |
| EX-99.1 - EXHIBIT - SELLAS Life Sciences Group, Inc. | exhibit991-pressrelease112.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): November 18, 2014
GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33958 | 20-8099512 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
4640 S.W. Macadam Avenue Suite 270 Portland, Oregon 97239 | ||||
(Address of Principal Executive Offices) (Zip Code) | ||||
Registrant’s telephone number, including area code: (855) 855-4253 | ||||
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 November 18, 2014, Galena Biopharma, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell to LPC up to $55,000,000 in shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), subject to certain limitations and conditions set forth in the Purchase Agreement.
Pursuant to the Purchase Agreement, upon the satisfaction of all of the conditions to the Company’s right to commence sales under the Purchase Agreement (the “Commencement”), LPC will initially purchase $5,000,000 in shares of Common Stock at a purchase price of $2.00 per share.
Following the initial purchase, on any business day and as often as every other business day over the 36-month term of the Purchase Agreement, and up to an aggregate amount of an additional $50,000,000 (subject to certain limitations) of shares of Common Stock, the Company has the right, from time to time, at its sole discretion and subject to certain conditions to direct LPC to purchase up to 400,000 shares of Common Stock (not to exceed $2,000,000 in total purchase proceeds per purchase date). The purchase price of shares of Common Stock pursuant to the Purchase Agreement will be based on the prevailing market price at the time of sale, but in no event will shares be sold to LPC on a day the Common Stock closing price is less than the “floor price” as set forth in the Purchase Agreement. The Company will control the timing and amount of any sales of Common Stock to LPC. In addition, the Company may direct LPC to purchase additional amounts as accelerated purchases if on the date of a regular purchase the closing sale price of the Common Stock is not below the “threshold price” as set forth in the Purchase Agreement.
The Company has agreed with LPC that we will not enter into any “variable rate” transactions with any third party from the date of the purchase agreement until the expiration of the 36-month period following the date of the purchase agreement, subject to certain exceptions.
The Company intends to use the net proceeds from this offering for our commercial and product development activities and other working capital and general corporate purposes.
All shares of Common Stock to be issued and sold to LPC under the Purchase Agreement will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-188849), filed with the Securities and Exchange Commission in accordance with the provisions of the Securities Act of 1933, as amended, and declared effective on June 12, 2013, and the prospectus supplement thereto dated November 20, 2014.
The Purchase Agreement contains customary representations, warranties and agreements of the Company and LPC, limitations and conditions to completing future sale transactions, indemnification rights and other obligations of the parties. There is no upper limit on the price per share that LPC could be obligated to pay for Common Stock under the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to LPC under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company as to other available and appropriate sources of funding for the Company. As consideration for entering into the Purchase Agreement, the Company has agreed to issue to LPC 631,221 shares of Common Stock. The Company will not receive any cash proceeds from the issuance of these shares.
This current report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The Purchase Agreement is included as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference. The foregoing descriptions of such agreement and the transactions contemplated thereby are qualified in their entirety by reference to such exhibit.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed as a part of this Report:
Exhibit No. | Description | |
5.1 | Opinion of TroyGould PC | |
10.1 | Purchase Agreement, dated as of November 18, 2014, by and between Galena Biopharma, Inc. and Lincoln Park Capital Fund, LLC | |
23.1 | Consent of TroyGould PC (contained in Exhibit 5.1) | |
99.1 | Press Release of Galena Biopharma, Inc. issued November 20, 2014. | |
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.
GALENA BIOPHARMA, INC. | ||||||||
Date: | November 20, 2014 | By: | /s/ Mark W. Schwartz | |||||
Mark W. Schwartz, Ph.D. President and Chief Executive Officer | ||||||||