Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - ALDER BIOPHARMACEUTICALS INC | d167591dex51.htm |
EX-1.1 - EX-1.1 - ALDER BIOPHARMACEUTICALS INC | d167591dex11.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): April 6, 2016
Alder BioPharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36431 | 90-0134860 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
11804 North Creek Parkway South Bothell, WA |
98011 | |||
(Address of principal executive offices) | (Zip Code) |
(425) 205-2900
Registrants telephone number, including area code:
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)) |
In this report, Alder BioPharmaceuticals, we, us and our refer to Alder BioPharmaceuticals, Inc.
Item 8.01 | Other Events. |
Underwriting Agreement
On April 6, 2016, we entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, Leerink Partners LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale (the Offering) of 5,376,344 shares of our common stock, par value $0.0001 per share. The price to the public in the Offering is $23.25 per share, and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $21.855 per share. The net proceeds to Alder BioPharmaceuticals from this Offering are expected to be approximately $117.0 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The Underwriters have a 30-day option to purchase up to an additional 806,451 shares of common stock. All of the shares in the offering are being sold by us.
The Offering is being made pursuant to our effective registration statements on Form S-3 (Registration Statement Nos. 333-204648 and 333-210634) previously filed with the Securities and Exchange Commission and a related prospectus.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of Alder BioPharmaceuticals 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 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.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated April 6, 2016 | |
5.1 | Opinion of Cooley LLP | |
23.1 | Consent of Cooley LLP (contained in Exhibit 5.1) |
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.
Alder BioPharmaceuticals, Inc. | ||||||
Dated: April 8, 2016 | ||||||
By: | /s/ Randall C. Schatzman | |||||
Randall C. Schatzman, Ph.D. | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated April 6, 2016 | |
5.1 | Opinion of Cooley LLP | |
23.1 | Consent of Cooley LLP (contained in Exhibit 5.1) |