Attached files
file | filename |
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EX-5.1 - EX-5.1 - Pfenex Inc. | d91796dex51.htm |
EX-1.1 - EX-1.1 - Pfenex Inc. | d91796dex11.htm |
EX-99.1 - EX-99.1 - Pfenex Inc. | d91796dex991.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):
December 15, 2015
Pfenex Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36540 | 27-1356759 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
10790 Roselle Street
San Diego, CA 92121
(Address of principal executive offices, including zip code)
(858) 352-4400
(Registrants telephone number, including area code)
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):
[ ] | 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 8.01. | Other Events. |
On December 15, 2015, Pfenex Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with The Dow Chemical Company (the Selling Stockholder), and Morgan Stanley & Co. LLC (the Underwriter), pursuant to which the Selling Stockholder agreed to sell 600,000 shares of our common stock, par value $0.001 per share (the Common Stock) to the Underwriter (the Offering). The Offering is expected to close on December 21, 2015, subject to the satisfaction of the closing conditions set forth in the Underwriting Agreement.
The Company is not selling any shares in the Offering and will not receive any proceeds from the sale of the Common Stock by the Selling Stockholder in the Offering.
The Offering is being made pursuant to the Companys effective registration statement on Form S-3 (Registration Statement No. 333-206625) previously filed with and declared effective by the Securities and Exchange Commission (the SEC) and a prospectus supplement thereunder.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), 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. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this report and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the legality of the Common Stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On December 16, 2015, the Company issued a press release related to the Offering. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated as of December 15, 2015, by and between Pfenex Inc., Morgan Stanley & Co. LLC, and The Dow Chemical Company. | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) | |
99.1 | Press Release dated December 16, 2015. |
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.
PFENEX INC. | ||||
Date: December 16, 2015 | By: | /s/ Paul Wagner | ||
Paul Wagner Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated as of December 15, 2015, by and between Pfenex Inc., Morgan Stanley & Co. LLC, and The Dow Chemical Company. | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) | |
99.1 | Press Release dated December 16, 2015. |
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