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): September 11,
2020
ATYR PHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-37378
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20-3435077
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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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3545 John Hopkins Court, Suite #250
San Diego
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92121
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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: (858) 731-8389
Not Applicable
(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 obligations of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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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:
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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, par value $0.001 per share
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LIFE
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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 or
Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
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. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2020, aTyr Pharma, Inc. (the “Company”), entered
into a common stock purchase agreement (the “Purchase Agreement”)
with Aspire Capital Fund, LLC, an Illinois limited liability
company (“Aspire Capital”), which provides that, upon the terms and
subject to the conditions and limitations set forth therein, Aspire
Capital is committed to purchase up to an aggregate of $20.0
million of shares of the Company’s common stock at the Company’s
request from time to time during the 30 month term of the Purchase
Agreement. Concurrently with entering into the Purchase Agreement,
the Company also entered into a registration rights agreement with
Aspire Capital (the “Registration Rights Agreement”), in which the
Company agreed to file one or more registration statements, as
permissible and necessary to register under the Securities Act of
1933, as amended (the “Securities Act”), registering the sale of
the shares of the Company’s common stock that have been and may be
issued to Aspire Capital under the Purchase Agreement.
Under the Purchase agreement, after the Securities and Exchange
Commission (the “SEC”) has declared effective the registration
statement referred to above, on any trading day selected by the
Company, the Company has the right, in its sole discretion, to
present Aspire Capital with a purchase notice (each, a “Purchase
Notice”) directing Aspire Capital (as principal) to purchase up to
100,000 shares of the Company’s common stock (not to exceed
$1,000,000 worth of shares) per business day, up to $20.0 million
of the Company’s common stock in the aggregate at a per share price
(the “Purchase Price”) equal to the lesser of:
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the lowest sale price of the Company’s common stock on the purchase
date; or
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the arithmetic average of the three (3) lowest closing sale prices
for the Company’s common stock during the ten (10) consecutive
trading days ending on the trading day immediately preceding the
purchase date.
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In addition, on any date on which the Company submits a Purchase
Notice to Aspire Capital in an amount equal to 100,000 shares, the
Company also has the right, in its sole discretion, to present
Aspire Capital with a volume-weighted average price purchase notice
(each, a “VWAP Purchase Notice”) directing Aspire Capital to
purchase an amount of stock equal to up to 30% of the aggregate
shares of the Company’s common stock traded on its principal market
on the next trading day (the “VWAP Purchase Date”), subject to a
maximum number of shares the Company may determine. The purchase
price per share pursuant to such VWAP Purchase Notice is generally
97% of the volume-weighted average price for the Company’s common
stock traded on its principal market on the VWAP Purchase Date.
The Purchase Agreement provides that the Company and Aspire Capital
shall not effect any sales under the Purchase Agreement on any
purchase date where the closing sale price of the Company’s common
stock is less than $0.25. In addition, the Company may not sell
more than an aggregate of 1,987,484 shares of its common stock
under the Purchase Agreement unless it obtains stockholder approval
of the sale of additional shares or if after giving effect to a
sale of additional shares, the average price paid for all shares
then-issued under the Purchase Agreement would be equal to or
greater than $3.83. There are no trading volume requirements or
restrictions under the Purchase Agreement, and the Company will
control the timing and amount of sales of the Company’s common
stock to Aspire Capital. Aspire Capital has no right to require any
sales by the Company, but is obligated to make purchases from the
Company as directed by the Company in accordance with the Purchase
Agreement. There are no limitations on use of proceeds, financial
or business covenants, restrictions on future financing
transactions, rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement. The
Purchase Agreement may be terminated by the Company at any time, at
its discretion, without any cost to the Company. Aspire Capital has
agreed that neither it nor any of its agents, representatives and
affiliates shall engage in any direct or indirect short-selling or
hedging of the Company’s common stock during any time prior to the
termination of the Purchase Agreement. Any proceeds the Company
receives under the Purchase Agreement are expected to be used for
working capital and general corporate purposes.
The foregoing is a summary description of certain terms of the
Purchase Agreement and the Registration Rights Agreement and, by
its nature, is incomplete. Copies of the Purchase Agreement and
Registration Rights Agreement are filed herewith as Exhibits 99.1
and 4.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. All readers are encouraged to
read the entire text of the Purchase Agreement and the Registration
Rights Agreement.
The issuance of the shares of common stock that may be issued from
time to time to Aspire Capital under the Purchase Agreement is
exempt from registration under the Securities Act, pursuant to the
exemption for transactions by an issuer not involving any public
offering under Section 4(a)(2) of the Securities Act.
2
On
September
14,
2020,
the Company issued a press release announcing that it has entered
into the Purchase Agreement with Aspire Capital. A copy of the
press release is attached as Exhibit 99.2 to this
Current Report on Form 8-K.
This Current Report on Form 8-K contains “forward-looking”
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
including statements related to the potential future sale of shares
of the Company’s common stock, the price for such sales under the
Purchase Agreement, and the Company’s expected use of proceeds from
such sales. The words “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing” and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. While the Company believes its plans,
intentions and expectations reflected in those forward-looking
statements are reasonable, these plans, intentions or expectations
may not be achieved. The Company’s actual results, performance or
achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements, including
due to the Company’s inability to satisfy the conditions to sell
shares under the Purchase Agreement. For information about the
factors that could cause such differences, please refer to the
Company’s Annual Report on Form 10-K for the year ended December
31, 2019, including the information discussed under the captions
“Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s
Discussion and Analysis of Financial Condition and Results of
Operations,” as well as the Company’s various other filings with
the SEC. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. The Company assumes
no obligation to update any forward-looking statement.
Item 3.02Unregistered Sales of
Equity Securities.
The information contained above in Item 1.01 is hereby incorporated
by reference into this Item 3.02 in its entirety.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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4.1
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Registration Rights Agreement, dated
September 11, 2020, by and between aTyr Pharma, Inc. and Aspire
Capital Fund, LLC.
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99.1
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Common Stock Purchase Agreement, dated
September 11, 2020, by and between aTyr Pharma, Inc. and Aspire
Capital Fund, LLC.
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99.2
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Press Release dated September 14,
2020.
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3
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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ATYR PHARMA, INC.
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By:
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/s/ Jill M. Broadfoot
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Jill M. Broadfoot
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Chief Financial Officer
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Date: September 14, 2020
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