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): August 14, 2015
 
 
 
 
ANTHERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 

 
         
Delaware
  
001-34637
  
20-1852016
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
   
25801 Industrial Boulevard, Suite B, Hayward, California
  
94545
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (510) 856-5600
 
 
 
 
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))
 
 
 
 
 
Item 1.01. Entry into a Material Definitive Agreement.
 
On August 14, 2015, Anthera Pharmaceuticals, Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Zenyaku Kogyo Co., Ltd. (“Zenyaku”) with respect to a registered direct offering conducted without an underwriter or placement agent (the “Registered Direct Offering”) of an aggregate of 150,915 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an aggregate purchase price of $2,000,000.  Pursuant to the Subscription Agreement, Zenyaku will purchase 150,915 shares of Common Stock at a price per share equal to $13.2525.
 
Net proceeds from the offering, after deducting estimated offering expenses, are expected to be approximately $2 million. The Company intends to use the net proceeds for clinical research and development purposes. The closing of the offering is expected to occur on or around August 17, 2015.
 
The sale of the Common Stock is to be made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-187780) (the “Registration Statement”), including a prospectus supplement dated August 14, 2015 to the prospectus contained therein, filed by the Company with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on April 5, 2013 and declared effective by the SEC on April 18, 2013.
 
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the shares issued in the Registered Direct Offering, is filed as Exhibit 5.1 to this report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits.

     
  5.1
  
Opinion of Goodwin Procter LLP
 
 
 
 
 
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.
 
             
Date: August 17, 2015
      
Anthera Pharmaceuticals, Inc.
       
       
By:
  
/s/ May Liu
           
May Liu
           
Principal Accounting Officer and Senior Vice
President, Finance and Administration
 
 
 
 
 
EXHIBIT INDEX
 
     
Exhibit No.
  
Description
   
  5.1
  
Opinion of Goodwin Procter LLP
 
 


Exhibit 5.1
 
         
     
Goodwin Procter LLP
Counselors at Law
Three Embarcadero Center
24th Floor
San Francisco, CA 94111
415-733-6000
 
August 17, 2015
 
Anthera Pharmaceuticals, Inc.
25801 Industrial Blvd, Suite B
Hayward, CA 94545
 
Re:  Securities Registered under Registration Statement on Form S-3
 
Ladies and Gentlemen:
 
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-187780) (as amended or supplemented, the “Registration Statement”) filed on April 5, 2013 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”) of up to $100,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on April 18, 2013. Reference is made to our opinion letter dated April 5, 2013 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on August 14, 2015 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 150,915 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.
 
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
 
The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).
 
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the price and other terms upon which the Shares are to be sold have been approved by the Board of Directors of the Company (or a duly authorized committee of the Board of Directors) and the Shares have been issued and delivered against payment in accordance with such terms, the Shares will be validly issued, fully paid and non-assessable.
 
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
 
 
 
Very truly yours,
   
 
/s/ Goodwin Procter LLP
   
 
GOODWIN PROCTER LLP
 
 
 
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