Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 19, 2015

 

 

Concert Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Charter)

 

 

 

Delaware   001- 36310   20-4839882

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

99 Hayden Avenue, Suite 500

Lexington, Massachusetts

   02421
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 860-0045

 

(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))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On March 19, 2015, Concert Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and JMP Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 3,300,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). All of the Underwritten Shares are being sold by the Company. The offering price of the Underwritten Shares to the public is $15.15 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $14.241 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 495,000 shares of Common Stock (the “Option Shares,” and, together with the Underwritten Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions.

The Underwriting 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, other obligations of the parties and termination provisions.

The Shares will be issued pursuant to a prospectus supplement dated March 19, 2015 and an accompanying base prospectus dated March 12, 2015 that form a part of the registration statement on Form S-3 (File No. 333-202451) that the Company filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015, which became effective on March 12, 2015. The closing of the offering is expected to take place on March 24, 2015, subject to customary closing conditions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, relating to the Shares is attached as Exhibit 5.1 hereto.

 

Item 8.01. Other Events.

The Company issued a press release on March 19, 2015, announcing the pricing of the underwritten public offering. The press release is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The Exhibits to this Current Report on Form 8-K are listed in the Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Concert Pharmaceuticals, Inc.
Date: March 19, 2015 By:

/s/ Roger D. Tung

Roger D. Tung
President and Chief Executive Officer

Exhibit Index

 

Exhibit

No.

   

Description

  1.1    Underwriting Agreement, dated March 19, 2015, by and among the Company, Wells Fargo Securities, LLC and JMP Securities LLC, as representatives of the several underwriters named therein.
  5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated March 19, 2015.
23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included as part of Exhibit 5.1).
99.1    Press Release of the Company, dated March 19, 2015.