Current Report Filing (8-k)
July 17 2020 - 5:02PM
Edgar (US Regulatory)
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):
July 17, 2020
Bellerophon
Therapeutics, Inc.
(Exact name of registrant as specified in
charter)
Delaware
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001-36845
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47-3116175
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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184 Liberty Corner Road, Suite 302
Warren, New Jersey
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07059
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (908) 574-4770
(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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 par value per share
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BLPH
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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x
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Emerging growth company
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x
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 – Entry into a Material Definitive Agreement.
On July 17, 2020, Bellerophon Therapeutics, Inc.
(the “Company”) entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies
LLC, as sales agent (“Jefferies” or the “Agent”), under which the Company may issue and sell shares of
its common stock, par value $0.01 per share (the “Common Stock”), from time to time for an aggregate sales price of
up to $40,000,000 through Jefferies.
Sales of the Common Stock, if any, under
the Sale Agreement will be made by any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) of
the Securities Act of 1933, as amended, including but not limited to sales made directly on or through the Nasdaq Capital Market
or any other existing trading market for the Common Stock. The Company has no obligation to sell any of the Common Stock and may
at any time suspend offers under the Sale Agreement or terminate the Sale Agreement.
Subject to the terms and conditions of the
Sale Agreement, Jefferies will use its commercially reasonable efforts to sell the Common Stock from time to time, as the sales
agent, based upon the Company’s instructions.
The Company has provided Jefferies with
customary indemnification rights and Jefferies will be entitled to a commission at a fixed commission rate in an amount equal to
3.0% of the gross proceeds for each sale of the Common Stock.
This description of the Sale Agreement does
not purport to be complete and is qualified in its entirety by reference to the Sale Agreement, which is attached hereto as Exhibit 10.1
and incorporated by reference herein.
The Common Stock to be sold under the Sale
Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File
No. 333-239473), previously filed with the Securities and Exchange Commission (“SEC”) on June 26, 2020, and
declared effective by the SEC on July 2, 2020. On July 17, 2020, the Company filed a prospectus supplement with the SEC
in connection with the offer and sale of the Common Stock pursuant to the Sale Agreement. This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock nor shall there be any sale of the
Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other jurisdiction.
The legal opinion of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Common Stock is attached as Exhibit 5.1
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.
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Description
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5.1
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Legal Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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10.1
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Open Market Sale AgreementSM, dated July 17, 2020, by and between Bellerophon Therapeutics, Inc. and Jefferies LLC
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23.1
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
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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.
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BELLEROPHON THERAPEUTICS, INC.
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Date: July 17, 2020
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By:
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/s/ Assaf Korner
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Assaf Korner
Chief Financial Officer
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