Item 1.01.
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On March 14, 2017, Anthera Pharmaceuticals, Inc. (Anthera) entered into an equity underwriting agreement (the Underwriting
Agreement) with H.C. Wainwright & Co., LLC (H.C. Wainwright, or the Underwriter), pursuant to which Anthera agreed to issue and sell an aggregate of 30,000,000 shares (the Shares) of its common
stock, $0.001 par value per share (the Common Stock), and warrants to purchase an aggregate of 60,000,000 shares of Common Stock (the Warrants) to the Underwriter. Under the terms of the Underwriting Agreement, Anthera
granted the Underwriter a 30-day option to purchase up to an additional 4,500,000 shares of Common Stock and/or warrants to purchase up to an additional 9,000,000 shares of Common Stock.
The Shares were sold at a public offering price of $0.48 per share. The Warrants were sold in two tranches (the Tranche 1 Warrants and the
Tranche 2 Warrants), and were were sold at a public offering price of $0.01 per share. The aggregate net proceeds to Anthera from the offering are expected to be approximately $14.1 million, after deducting the Underwriters
discounts and commissions.
Pursuant to the Underwriting Agreement, one Tranche 1 Warrant and one Tranche 2 Warrant will be issued for every one Share
sold in this offering. Each Tranche 1 Warrant will have an exercise price of $0.55 per share of Common Stock, will become exercisable on any day on or after the date that Anthera publicly announces through the filing of a Current Report on Form 8-K
that it will have sufficient authorized shares of Common Stock to cover the Warrant Shares (the Exercisable Date) and will expire five years following the Exercisable Date. Each Tranche 2 Warrant will have an exercise price of $0.50 per
share of Common Stock, will become exercisable on the Exercisable Date and will expire six months following the Exercisable Date.
The offering was made
pursuant to Antheras effective registration statement on Form S-3 (No. 333-210166), which was previously filed with the Securities and Exchange Commission (SEC) and became effective on April 18, 2016, and a related
prospectus supplement filed with the SEC.
The offering is scheduled to close on or about March 17, 2017, subject to the satisfaction of customary
closing conditions. In the Underwriting Agreement, the Company agrees to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the
Underwriter may be required to make because of such liabilities.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the Warrants is qualified in its entirety by reference to the Form
of Tranche 1 Warrant and Form of Tranche 2 Warrant, which are filed as Exhibits 4.1 and 4.2 to this Form 8-K and are incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP relating to the validity of the shares issued in
the offering is attached hereto as Exhibit 5.1.
Amendment to ATM Agreement
On April 21, 2016, Anthera entered into an At Market Issuance Sales Agreement (the Agreement) with H.C. Wainwright to create an at-the-market
equity program under which the Company from time to time could offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $25,000,000 (the At Market Shares) through H.C. Wainwright.
On March 14, 2017, Anthera and H.C. Wainwright amended the Agreement to reduce the aggregate offering price of the At Market Shares to be offered and sold pursuant to the Agreement from $25,000,000 to $23,000,000 (the Amendment).
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to
this Form 8-K and is incorporated herein by reference.