SECURITIES AND EXCHANGE COMMISSION
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Item 1.01. Entry into a Material Definitive Agreement.
On July 6, 2021, Savara Inc. (“Savara”) entered into a Sales Agreement (the “Sales Agreement”) with Evercore Group L.L.C., as sales agent (“Evercore”), pursuant to which Savara may offer and sell, from time to time, through Evercore, shares of Savara’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of not more than $60.0 million. The shares will be offered and sold pursuant to Savara’s shelf registration statement on Form S-3 (File No. 333-257709) after it is declared effective by the Securities and Exchange Commission (the “SEC”).
Subject to the terms and conditions of the Sales Agreement, Evercore will use its commercially reasonable efforts to sell the Shares from time to time, based upon Savara’s instructions. Savara has provided Evercore with customary indemnification rights, and Evercore will be entitled to a customary commission rate based on the gross proceeds per Share sold.
Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Savara has no obligation to sell any of the Shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the 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.
Item 1.02. Termination of Material Definitive Agreement.
On July 2, 2021, Savara delivered written notice to H.C. Wainwright & Co., LLC that it was terminating its Common Stock Sales Agreement, dated April 28, 2017 (the “Wainwright Agreement”), as amended by Amendment No. 1 on June 28, 2018 (the “Amendment”), pursuant to Section 11(b) of the Wainwright Agreement. A copy of the Wainwright Agreement was filed as Exhibit 10.1 to Savara’s Current Report on Form 8-K filed with the SEC on April 28, 2017, and a copy of the Amendment was filed as Exhibit 10.2 to the Savara’s Current Report on Form 8-K filed with the SEC on June 29, 2018.
Item 9.01. Financial Statements and Exhibits.
|10.1||Sales Agreement, dated July 6, 2021, between the Registrant and Evercore Group L.L.C. (incorporated by reference to Exhibit 1.2 of the Registrant’s Registration Statement on Form S-3 filed on July 6, 2021)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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: July 7, 2021
a Delaware corporation
Chief Financial Officer