Attached files

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EX-5.1 - EX-5.1 - Zynerba Pharmaceuticals, Inc.a17-2719_2ex5d1.htm
EX-99.2 - EX-99.2 - Zynerba Pharmaceuticals, Inc.a17-2719_2ex99d2.htm
EX-99.1 - EX-99.1 - Zynerba Pharmaceuticals, Inc.a17-2719_2ex99d1.htm
EX-1.1 - EX-1.1 - Zynerba Pharmaceuticals, Inc.a17-2719_2ex1d1.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): January 19, 2017

 


 

ZYNERBA PHARMACEUTICALS, INC.

(Exact Name of Issuer as Specified in Charter)

 


 

Delaware

 

001-37526

 

26-0389433

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

80 W. Lancaster Avenue, Suite 300

Devon, PA 19333

(Address of Principal Executive Offices)

 

(484) 581-7505

(Registrant’s 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:

 

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 January 19, 2017, Zynerba Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Piper Jaffray & Co., as representatives of the underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 2,800,000 shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $18.00 per share. Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase additional shares of Common Stock in an amount not to exceed 420,000 shares. The net proceeds to the Company from this offering, excluding any exercise by the Underwriters of their 30-day option to purchase additional shares, are expected to be approximately $47.2 million after deducting underwriting discounts and commissions and estimated expenses payable by the Company. The closing of the sale of the shares in the Offering is expected to occur on or about January 24, 2017, subject to customary closing conditions. All of the shares in the offering are being sold by the Company.

 

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-213430) previously filed with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, 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 Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

 

The legal opinion of Hogan Lovells US LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

On January 18, 2017, the Company issued a press release announcing the Offering, and on January 19, 2017, the Company issued a press release announcing the pricing of the Offering. A copy of each press release is filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

 

Document

 

 

 

1.1

 

Underwriting Agreement, dated January 19, 2017, by and among Zynerba Pharmaceuticals, Inc. and Jefferies LLC and Piper Jaffray & Co., as representatives of the several underwriters named therein.

 

 

 

5.1

 

Opinion of Hogan Lovells US LLP.

 

 

 

23.1

 

Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

 

 

 

99.1

 

Press Release dated January 18, 2017.

 

 

 

99.2

 

Press Release dated January 19, 2017.

 

2



 

Forward-Looking Statements

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Each of these forward-looking statements involves various risks and uncertainties, which include, without limitation, risks associated with market conditions and the satisfaction of closing conditions related to the offering. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this report include statements relating to the Company’s expectations regarding the completion, timing and size of the proposed offering. There can be no assurance that the Company will be able to complete the offering on the anticipated terms, or at all. Factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this report are discussed in the Company’s filings with the SEC, including under the heading “Risk Factors” contained therein. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

 

3



 

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.

 

Date: January 19, 2017

 

 

 

 

 

ZYNERBA PHARMACEUTICALS, INC.

 

 

 

 

By:

/s/ Suzanne Hanlon

 

 

Name: Suzanne Hanlon

 

 

Title: Secretary, General Counsel and
Vice President, Human Resources

 

4



 

EXHIBIT INDEX

 

Exhibit
No.

 

Document

 

 

 

1.1

 

Underwriting Agreement, dated January 19, 2017, by and among Zynerba Pharmaceuticals, Inc. and Jefferies LLC and Piper Jaffray & Co., as representatives of the several underwriters named therein.

 

 

 

5.1

 

Opinion of Hogan Lovells US LLP.

 

 

 

23.1

 

Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

 

 

 

99.1

 

Press Release dated January 18, 2017.

 

 

 

99.2

 

Press Release dated January 19, 2017.

 

5