On July 29, 2019, Cara Therapeutics, Inc. (the “Company”) closed an underwritten public offering of 6,325,000 shares of its common stock (the
“Offering”). The shares were sold pursuant to an underwriting agreement, dated July 24, 2019 (the “Underwriting Agreement”), among the Company and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the
several underwriters named therein, at a price to the public of $23.00 per share. The closing of the Offering included the issuance and sale of 825,000 additional shares of the Company’s common stock pursuant to the full exercise of the
underwriters’ option to purchase additional shares pursuant to the Underwriting Agreement. The gross proceeds to the Company from the Offering were approximately $145.5 million, before deducting the underwriting discounts and commissions
and estimated offering expenses payable by the Company.
The underwriting agreement contains customary representations, warranties, covenants and
agreements by the Company, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the underwriting agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the underwriting agreement, and may be subject to limitations
agreed upon by the contracting parties.
The Offering was made by means of a written prospectus supplement and accompanying prospectus forming part of a
shelf registration statement on Form
S-3
(Registration Statement
No. 333-230333),
previously filed with the Securities and Exchange Commission (“SEC”) and
declared effective by the SEC on April 4, 2019.
The underwriting agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K,
and the above description of the terms of the underwriting agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and
sale of the shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form
8-K.
The disclosures
contained in this Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
On July 24, 2019, the Company issued a press release announcing the pricing of the Offering. The press release is filed as Exhibit 99.1 to this Current
Report on Form
8-K.
On July 29, 2019, the Company issued a press release announcing the closing of the
Offering and the full exercise of the underwriters’ option to purchase additional shares. The press release is filed as Exhibit 99.2 to this Current Report on Form
8-K.