Form 8-K for LION BIOTECHNOLOGIES, INC.
Entry into a Material Definitive Agreement, Other Events, Financial St
The offering closed on March 3, 2015. The net proceeds to us from the offering are $68.2 million, which includes the underwriters full exercise of their option to purchase additional shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The offering is being made pursuant to our existing shelf registration statement on Form S-3 (File No. 333-200418), including a base prospectus, which was filed with the Securities and Exchange Commission on November 20, 2014 and declared effective on December 10, 2014, a preliminary prospectus supplement thereunder, and a registration statement on Form S-3 filed with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933 (File No. 333-202297), filed on February 26, 2015.
The underwriting agreement contains customary representations, warranties and covenants by us, customary conditions to closing, indemnification obligations of the company and the underwriters, including with respect to liabilities under the Securities Act of 1933, as amended, as well as customary termination provisions.
Pursuant to the underwriting agreement, the company and our officers and directors have agreed not to sell or otherwise dispose of any shares of our common stock for a period ending 90 days after the date of the underwriting agreement without first obtaining the written consent of Jefferies LLC, subject to certain exceptions, and certain of our stockholders have also agreed not to sell or otherwise dispose of any shares of our common stock for a period ending 60 days after the date of the underwriting agreement without first obtaining the written consent of Jefferies LLC, subject to certain exceptions.
The underwriting agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the company. The representations, warranties and covenants contained in the underwriting agreement were made only for purposes of the underwriting agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the underwriting agreement.
A copy of the opinion of TroyGould PC relating to the legality of the offered common stock is attached as Exhibit 5.1 to this Report.
The foregoing description of the underwriting agreement is not complete and is qualified in its entirety by reference to the full text of the underwriting agreement, a copy of which is filed as Exhibit 1.1 to this Report and is incorporated by herein by reference.
On February 26, 2015, we issued a press release announcing the pricing of the underwritten public offering.
On March 3, 2015, we issued a press release announcing the closing of the public offering.
Copies of the press releases are attached hereto as Exhibit 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.