Item 7.01 Regulation FD Disclosure.
On February 8, 2018, Miragen Therapeutics, Inc. ( "Miragen") issued a press
release announcing the pricing of its previously announced public offering (the
"Offering") of 7,000,000 shares of its common stock, par value $0.01 per share,
which amount does not include additional shares that may be offered pursuant to
an option granted to the underwriters of the Offering. A copy of the press
release announcing the pricing of the Offering is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended. The information contained in this Item 7.01, including Exhibit
99.1, shall not be incorporated by reference into any filing with the Securities
and Exchange Commission (the "SEC") made by Miragen whether made before or after
the date hereof, regardless of any general incorporation language in such
Item 8.01 Other Events.
On February 8, 2018, Miragen entered into an underwriting agreement (the
"Underwriting Agreement") with Jefferies LLC, Evercore Group L.L.C. and Deutsche
Bank Securities Inc., as representatives (the "Representatives") of the several
underwriters (collectively with the Representatives, the "Underwriters"),
relating to the Offering. Pursuant to the Underwriting Agreement, the
Underwriters have agreed to purchase 7,000,000 shares of common stock from
Miragen at a price of $5.50 per share, which will result in approximately $35.8
million of net proceeds to Miragen after deducting underwriting commissions and
discounts and other estimated offering expenses payable by Miragen. The Offering
is expected to close on or about February 13, 2018, subject to customary closing
conditions. The shares of common stock will be listed on The Nasdaq Capital
Market. In, addition, pursuant to the terms of the Underwriting Agreement,
Miragen granted the Underwriters a 30-day option to purchase up to an additional
1,050,000 shares of common stock. All of the shares in the Offering are being
sold by Miragen.
The Offering is being made pursuant to a prospectus supplement and accompanying
prospectus forming part of a shelf registration statement on Form S-3
(Registration No. 333-217084), previously filed with and declared effective by
The Underwriting Agreement contains customary representations, warranties and
agreements by Miragen, customary conditions to closing, indemnification
obligations of Miragen 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 such
agreement and may be subject to limitations agreed upon by the contracting
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated
herein by reference. The foregoing 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 attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements that
involve substantial risks and uncertainties for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. All statements
contained in this Current Report on Form 8-K other than statements of historical
fact, including statements regarding Miragen's strategy, future operations,
future financial position, future revenue, projected expenses, prospects, plans
and objectives of management or the expected features of or potential
indications for Miragen's product candidates are forward-looking statements. The
words "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"plan," "expect," "predict," "potential," "opportunity," "goals," or "should,"
and similar expressions are intended to identify forward-looking statements.
Such statements are based on management's current expectations and involve risks
and uncertainties. Actual results and performance could differ materially from
those projected in the forward-looking statements as a result of many factors,
including, without limitation: that Miragen has incurred losses since its
inception, and anticipates that it will continue to incur significant losses for
the foreseeable future; future financing activities may cause Miragen to
restrict its operations or require it to relinquish rights; Miragen may fail to
demonstrate safety and efficacy of its product candidates; Miragen's product
candidates are unproven and may never lead to marketable products; Miragen's
product candidates are based on a relatively novel technology, which makes it
difficult to predict the time and cost of development and of subsequently
obtaining regulatory approval, if at all; Miragen's product candidates may cause
undesirable side effects or have other properties that could delay or prevent
the regulatory approval; and the results of Miragen's clinical trials to date
are not sufficient to show safety and efficacy of Miragen's product candidates
and may not be indicative of future clinical trial results.
Miragen has based these forward-looking statements largely on its current
expectations and projections about future events and trends. These
forward-looking statements are subject to a number of risks, uncertainties and
assumptions, including those described under the heading "Risk Factors" in
Miragen's Annual Report on Form 10-K and subsequent periodic reports filed with
the SEC. Moreover, Miragen operates in a very competitive and rapidly changing
environment. New risks emerge from time to time. It is not possible for its
management to predict all risks, nor can it assess the impact of all factors on
its business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements it may make. In light of these risks, uncertainties
and assumptions, the future events and trends discussed in this Current Report
on Form 8-K may not occur and actual results could differ materially and
adversely from those anticipated or implied in the forward-looking statements.
Miragen undertakes no obligation to revise or publicly release the results of
any revision to such forward-looking statements, except as required by law.
Given these risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. All forward-looking statements are
qualified in their entirety by this cautionary statement.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated February 8, 2018, by and among Miragen
Therapeutics, Inc. and Jefferies LLC, Evercore Group L.L.C. and
Deutsche Bank Securities Inc.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (contained in Exhibit 5.1).
99.1 Press release, dated February 8, 2018.
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