Item 1.01. Entry into a Material Definitive Agreement.
On September 16, 2020, Strongbridge Biopharma plc (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC and
Stifel, Nicolaus & Company, Incorporated, as representatives of the several
underwriters named in Schedule A thereto (the "Underwriters"), relating to the
public offering (the "Offering") of 11,111,111 ordinary shares of the Company,
$0.01 par value per share, at a price to the public of $2.25 per share. The net
proceeds to the Company from the Offering, after deducting the underwriting
discounts and commissions and estimated offering expenses payable by the
Company, are expected to be approximately $23.1 million. The Offering is
expected to close on or about September 21, 2020, subject to customary closing
conditions. Under the terms of the Underwriting Agreement, the Company has also
granted the Underwriters a 30-day option to purchase up to an additional
1,666,666 ordinary shares at the public offering price, less the underwriting
discounts and commissions.
The Company intends to use the net proceeds from the offering to (i) continue
development and regulatory activities, to facilitate commercial readiness, and
to commercially launch Recorlev primarily in the United States, (ii) support the
life cycle management activities of Keveyis, and (iii) support other general
corporate purposes, which may include working capital, capital expenditures,
acquisition of additional technologies or other forms of intellectual property,
acquisition of assets or businesses that are complementary to our existing
business, and general and administrative expenses.
The ordinary shares are being offered and sold pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-223575) (the "Registration
Statement"), which was declared effective by the Securities and Exchange
Commission (the "Commission") on March 27, 2018, including the prospectus
contained therein, as supplemented by a preliminary prospectus supplement, dated
September 16, 2020, and a final prospectus supplement, dated September 16, 2020,
each filed with the Commission pursuant to Rule 424(b) under the Securities Act
of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company. Under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriters against certain liabilities.
The Company and all of the Company's directors and executive officers have also
agreed not to sell or transfer any ordinary shares held by them for a period of
90 days from September 16, 2020 without first obtaining the written consent of
the Underwriters, subject to certain exceptions.
The foregoing summary of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference. The Underwriting Agreement contains
representations and warranties that the parties made to, and solely for the
benefit of, the other in the context of all of the terms and conditions of the
Underwriting Agreement and in the context of the specific relationship between
the parties. The provisions of the Underwriting Agreement, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to the Underwriting Agreement and are not intended
as a document for investors and the public to obtain factual information about
the current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures contained in
the Company's filings with the Commission.
Item 8.01 Other Events.
On September 16, 2020, the Company issued a press release announcing the
offering and a second press release announcing the pricing of the Offering.
Copies of these press releases are filed as Exhibits 99.1 and 99.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
In connection with the Offering, the legal opinion as to the legality of the
ordinary shares sold is being filed as Exhibit 5.1 to this Current Report on
Form 8-K and is incorporated herein and into the Registration Statement by
Item 9.01 Financial Statements and Exhibits.
Number Exhibit Table
1.1 Underwriting Agreement, dated as of September 16, 2020, by and
between Strongbridge Biopharma plc and Jefferies LLC and Stifel,
Nicolaus and Company, Incorporated, as representatives of the several
underwriters named therein
5.1 Opinion of Arthur Cox
23.1 Consent of Arthur Cox (included in Exhibit 5.1)
99.1 Press Release issued by Strongbridge Biopharma plc, dated September
99.2 Press Release issued by Strongbridge Biopharma plc, dated September
104 Cover Page Interactive Data File (formatted as inline XBRL).
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