Attached files

file filename
EX-99.1 - EX-99.1 - Corium International, Inc.cori-20170201ex991b79393.htm
EX-23.3 - EX-23.3 - Corium International, Inc.cori-20170201ex23362fad5.htm
EX-23.2 - EX-23.2 - Corium International, Inc.cori-20170201ex23272b031.htm
EX-5.1 - EX-5.1 - Corium International, Inc.cori-20170201ex516daca58.htm
EX-1.1 - EX-1.1 - Corium International, Inc.cori-20170201ex113eb2910.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): February 1, 2017

 


 

Corium International, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

 

001-36375 

 

 

38-3230774 

 

 

 

 

 

(State or other jurisdiction of
incorporation or organization) 

 

 

(Commission File Number) 

 

 

(I.R.S. Employer
Identification Number) 

 

 235 Constitution Drive,
Menlo Park, California
 

 

 

94025 

 

 

 

(Address of Principal Executive Offices) 

 

 

(Zip Code) 

 

(650) 298-8255

(Registrant’s 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 1.01. Entry into a Material Definitive Agreement.

 

On February 1, 2017, Corium International, Inc. (“Corium”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (the “Underwriter”), pursuant to which Corium agreed to issue and sell an aggregate of 6,666,667 shares of its common stock (the “Shares”) to the Underwriter (the “Offering”). The Shares will be sold to the Underwriter at the public offering price of $3.00 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, Corium has granted the Underwriter a 30-day option to purchase up to an additional 1,000,000 shares of its common stock. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-204025) that was filed by Corium with the Securities and Exchange Commission (“SEC”) on May 8, 2015 and declared effective by the SEC on May 21, 2015 and a related prospectus supplement.

 

Corium estimates that net proceeds from the Offering will be approximately $18.5 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriter’s option to purchase additional shares. Corium intends to use the net proceeds from the Offering for product development and general corporate purposes, which may include funding research and development, increasing its working capital, reducing indebtedness, acquisitions or investments in businesses, products or technologies that are complementary to its own and capital expenditures. Corium expects the Offering to close on February 7, 2017, subject to customary closing conditions.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.

 

A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

 

Copies of the consents of AplusA Bell Falla LLC and Mary Bordeaux Consulting delivered in connection with this Offering are filed with this Current Report on Form 8-K as Exhibit 23.2 and Exhibit 23.3, respectively.

 

Item 8.01. Other Events.

 

On February 2, 2017, Corium issued a press release, announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
 

    

Description of Exhibit

 

 

 

1.1 

 

Underwriting Agreement dated February 1, 2017 

 

 

 

5.1 

 

Opinion of Fenwick & West LLP 

 

 

 

23.1 

 

Consent of Fenwick & West LLP (contained in Exhibit 5.1) 

 

 

 

23.2 

 

Consent of AplusA Bell Falla LLC 

 

 

 

23.3 

 

Consent of Mary Bordeaux Consulting 

 

 

 

99.1 

 

Press Release dated February 2, 2017 

2


 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected net proceeds of the Offering and the anticipated use of proceeds of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in Corium’s filings with the SEC, including its Annual Report on Form 10-K for the year ended September 30, 2016, filed with the SEC on December 20, 2016, the prospectus supplement related to the Offering, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect Corium’s results of operations, which would, in turn, have a significant and adverse impact on Corium’s stock price. Corium cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Corium undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CORIUM INTERNATIONAL, INC.

 

 

 

 

Date: February 2, 2017

 

By:

/s/ Peter D. Staple

 

 

 

Peter D. Staple

 

 

 

Chief Executive Officer

 

4


 

INDEX TO EXHIBITS

 

Exhibit
Number

    

Description of Exhibit

 

 

 

1.1 

 

Underwriting Agreement dated February 1, 2017

 

 

 

5.1 

 

Opinion of Fenwick & West LLP

 

 

 

23.1 

 

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

 

 

 

23.2 

 

Consent of AplusA Bell Falla LLC

 

 

 

23.3 

 

Consent of Mary Bordeaux Consulting

 

 

 

99.1 

 

Press Release dated February 2, 2017

 

5