SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 29, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
6836 Bee Cave Road
Building III, Suite 200
Austin, TX 78746
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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 June 29, 2018, Savara Inc. (the Company) entered into an amendment (the Amendment) to that certain Common Stock Sales Agreement (the Sales Agreement) with H.C. Wainwright & Co., LLC, as sales agent (Wainwright), pursuant to which the Company may offer and sell, from time to time, through Wainwright, shares of the Companys common stock, par value $0.001 per share (the Shares), in an at-the-market offering (the ATM Offering). The Amendment will be effective at the time the Companys Registration Statement on Form S-3 (File No. 333-225994)(the New Registration Statement) is declared effective by the Securities and Exchange Commission (the Commission).
The original Sales Agreement provided for the sale and issuance of Shares in the ATM Offering pursuant to the Companys shelf registration statement on Form S-3 (File No. 333-202960)(the Prior Registration Statement), which includes a base prospectus and a prospectus supplement dated May 1, 2017 providing for the sale of up to $18 million of Shares in the ATM Offering. To date, the Company has issued and sold 245,198 Shares under the Sales Agreement for gross proceeds of approximately $2.3 million. Shares under the original Sales Agreement may continue to be sold pursuant to the Prior Registration Statement until the New Registration Statement is declared effective by the Commission.
The Amendment provides for the issuance and sale of Shares in the ATM Offering pursuant to the New Registration Statement. The issuance and sale of Shares in the ATM Offering will be made under the New Registration Statement, once it is declared effective, pursuant to a prospectus, which consists of a base prospectus and a prospectus supplement dated June 29, 2018, each of which has been filed with the New Registration Statement. Such prospectus supplement provides for the sale of up to $60 million of Shares in the ATM Offering under the New Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any offer, solicitation or sale of any Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
The foregoing description of the Sales Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement and the Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
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.
Date: June 29, 2018
a Delaware corporation
Chief Financial Officer
AMENDMENT NO. 1 TO COMMON STOCK SALES AGREEMENT
June 29, 2018
Ladies and Gentlemen:
Savara, Inc. (the Company) and H.C. Wainwright & Co. LLC (HCW) are parties to that certain Common Stock Sales Agreement dated April 28, 2017 (the Original Agreement). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
1. Reference to the Registration Statement in the Original Agreement shall refer to the registration statement on Form S-3, as amended (File No. 333-225994), originally filed with the Securities and Exchange Commission on June 29, 2018 (New Registration Statement), when the New Registration Statement is declared effective by the Securities and Exchange Commission.
2. All references to April 28, 2017 set forth in Schedule 1 and Exhibit 7(m) of the Original Agreement are revised to read April 28, 2017 (as amended by Amendment No. 1 to Common Stock Sales Agreement, dated June 29, 2018).
3. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.
4. This Amendment No. 1 to Common Stock Sales Agreement shall become effective upon the date that the New Registration Statement is declared effective under the Securities Act.
5. Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the Agreement shall mean the Original Agreement as amended by this Amendment No. 1; provided, however, that all references to date of this Agreement in the Original Agreement shall continue to refer to the date of the Original Agreement.
6. Applicable Law; Consent to Jurisdiction. This amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
7. Waiver of Jury Trial. The Company and HCW each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby.
8. Counterparts. This amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.
[Remainder of Page Intentionally Blank]
If the foregoing correctly sets forth the understanding among the Company and HCW, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and HCW.
Very truly yours,
|By:||/s/ Dave Lowrance|
|Name: Dave Lowrance|
|Title: Chief Financial Officer|
|H.C. WAINWRIGHT & CO. LLC|
|By:||/s/ Mark W. Viklund|
|Name: Mark W. Viklund|
|Title: Chief Executive Officer|
[Signature page to Amendment No. 1 to Common Stock Issuance Sales Agreement]