Attached files

file filename
EX-99.3 - EX-99.3 - Tempest Therapeutics, Inc.a16-12101_3ex99d3.htm
EX-99.2 - EX-99.2 - Tempest Therapeutics, Inc.a16-12101_3ex99d2.htm
EX-99.1 - EX-99.1 - Tempest Therapeutics, Inc.a16-12101_3ex99d1.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): May 25, 2016

 

OvaScience, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35890

 

45-1472564

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

9 Fourth Avenue
Waltham, Massachusetts

 

02451

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (617) 500-2802

 

 

(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 8.01. Other Events.

 

On May 25, 2016, OvaScience, Inc. (the “Company”) issued a press release announcing a proposed public offering of shares of its common stock. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On May 25, 2016, the Company filed with the Securities and Exchange Commission a preliminary prospectus supplement to its effective shelf registration statement on Form S-3 (the “Preliminary Prospectus Supplement”) pursuant to Rule 424 under the Securities Act of 1933, as amended, relating to the aforementioned proposed public offering of shares of the Company’s common stock. The Preliminary Prospectus Supplement contains an updated summary description of the Company’s business in the section entitled “Prospectus Supplement Summary,” which is attached hereto as Exhibit 99.2 and incorporated herein by reference, and contains a supplemental risk factor in the section entitled “Risk Factors,” which is attached hereto as Exhibit 99.3, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Press Release dated May 25, 2016.

 

99.2 “Prospectus Supplement Summary” of OvaScience, Inc.’s Preliminary Prospectus Supplement dated May 25, 2016 to the Registration Statement on Form S-3 (File No. 333-209778).

 

99.3 Supplemental risk factor included in OvaScience, Inc.’s Preliminary Prospectus Supplement dated May 25, 2016 to the Registration Statement on Form S-3 (File No. 333-209778)

 

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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.

 

 

 

OVASCIENCE, INC.

 

 

 

 

Date: May 25, 2016

/s/ Jeffrey E. Young

 

Jeffrey E. Young

 

Chief Financial Officer

 

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