UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 17, 2015
Trovagene, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35558 |
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27-2004382 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification No.) |
of incorporation or organization) |
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11055 Flintkote Avenue, Suite A
San Diego, CA 92121
(Address of principal executive offices)
Registrants telephone number, including area code: (858) 952-7570
(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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On July 17, 2015, Trovagene, Inc. (the Company) entered into a purchase agreement (the Purchase Agreement) with Piper Jaffray & Co., as representative of the several underwriters (the Underwriters), relating to the issuance and sale of 4,000,000 shares of common stock, par value $0.0001 per share (Common Stock). The public offering price for each share of Common Stock is $8.75.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase 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 parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement.
Pursuant to the Purchase Agreement, subject to certain exceptions, the Company, its directors and officers have agreed not to sell or otherwise dispose of any of the Companys Common Stock held by them for a period ending 90 days after the date of the Purchase Agreement without first obtaining the written consent of Piper Jaffray & Co., subject to certain exceptions.
The Common Stock is being offered and sold pursuant to the Companys effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-186196) filed with the Securities and Exchange Commission (the SEC) on January 25, 2013 and declared effective by the SEC on February 4, 2013, and a preliminary and final prospectus supplement filed with the SEC in connection with the Companys takedown relating to the offering. A copy of the opinion of Sichenzia Ross Friedman Ference LLP relating to the legality of the issuance and sale of the shares of Common Stock in the offering is attached as Exhibit 5.1 hereto.
The net proceeds to the Company from the sale of the shares of Common Stock is expected to be approximately $32.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of the 30 day option which the Company has granted the Underwriters under the terms of the Purchase Agreement to purchase up to an additional 600,000 shares of Common Stock to cover over-allotments, if any. The offering is expected to close on or about July 22, 2015, subject to customary closing conditions.
The foregoing description of the terms of the Purchase Agreement does not purport to be complete and are subject to, and qualified in their entirety by reference to, the Purchase Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
On July 17, 2015, the Company issued a press release announcing that it had priced the offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include statements about the expected settlement of the sale and purchase of securities described herein and the Companys receipt of net proceeds therefrom. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Companys expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the Companys ability to satisfy applicable closing conditions under the Purchase Agreement. Additional factors that could cause actual results to differ materially from those stated or implied by the Companys forward-looking statements are disclosed in the Prospectus Supplement and accompanying prospectus and the Companys reports filed with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit |
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Description |
1.1 |
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Purchase Agreement, dated July 17, 2015, between Trovagene, Inc. and Piper Jaffray & Co. |
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5.1 |
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Opinion of Sichenzia Ross Friedman Ference LLP |
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23.1 |
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Consent of Sichenzia Ross Friedman Ference LLP (included in Opinion of Sichenzia Ross Friedman Ference LLP filed as Exhibit 5.1) |
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99.1 |
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Press release of Trovagene, Inc., dated July 17, 2015 |