Attached files

file filename
EX-1.1 - EX-1.1 - Travere Therapeutics, Inc.d893316dex11.htm
EX-5.1 - EX-5.1 - Travere Therapeutics, Inc.d893316dex51.htm
EX-99.1 - EX-99.1 - Travere Therapeutics, Inc.d893316dex991.htm
EX-99.2 - EX-99.2 - Travere Therapeutics, Inc.d893316dex992.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): March 18, 2015

 

 

RETROPHIN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36257   27-4842691

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

12255 El Camino Real, San Diego, CA   92130
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (760) 260-8600

 

 

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:

 

¨ 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 March 18, 2015, Retrophin, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 6,840,000 shares of its common stock, par value $0.0001 per share. The price to the public in this offering is $19.00 per share, and the Underwriters have agreed to purchase the shares from the Company, pursuant to the Underwriting Agreement, at a price of $17.86 per share. The net proceeds to the Company from this offering are expected to be approximately $121.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about March 24, 2015, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,026,000 shares of common stock.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The offering is being made pursuant to the Company’s effective registration statements on Form S-3 (File Nos. 333-198648 and 333-202861), as amended, and a related prospectus supplement previously filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

On March 16, 2015, the Company issued a press release announcing that it had commenced the offering. On March 19, 2015, the Company issued a press release announcing the pricing of the offering. The press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

  1.1 Underwriting Agreement, dated March 18, 2015
  5.1 Opinion of Cooley LLP
23.1 Consent of Cooley LLP (included in Exhibit 5.1)
99.1 Press Release of Retrophin, Inc. dated March 16, 2015
99.2 Press Release of Retrophin, Inc. dated March 19, 2015


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.

 

RETROPHIN, INC.
Dated: March 19, 2015 By:

  /s/ Laura Clague

Name: Laura Clague
Title: Chief Financial Officer