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): November 22, 2016
Bellerophon Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 001-36845 | 47-3116175 | ||
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
184 Liberty Corner Road, Suite 302 Warren, New Jersey |
07059 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 574-4770
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 communications 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 November 22, 2016, Bellerophon Therapeutics, Inc., a Delaware corporation (“Bellerophon” or the “Company”), announced the pricing of a public offering of 17,142,858 Class A Units consisting of an aggregate of 17,142,858 shares of its common stock and warrants exercisable for up to 17,142,858 shares of its common stock in a best efforts registered public offering (the “Offering”) for gross proceeds of approximately $12,000,000. The shares and warrants were sold in Class A Units, with each Class A Unit consisting of one share of common stock and a warrant to purchase one share of common stock, at an offering price of $0.70 per unit. Each Class A Unit is immediately separable and the shares and warrants were issued separately at the closing. Subject to certain ownership limitations, the warrants will be immediately exercisable and will expire five years from issuance. The warrants will have an exercise price of $0.80 per share. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The Offering closed on November 29, 2016. Bellerophon issued a press release announcing the pricing of the Offering on November 23, 2016, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the Offering, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with certain of the investors in the Offering and also engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as exclusive placement agent for the Offering. The Company agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds from the sales of the Class A Units sold in the Offering (reduced to 4.0% of the gross proceeds from the sale of securities to entities affiliated with New Mountain Capital, LLC and Linde North America, the Company’s existing stockholders), plus the reimbursement of (i) $10,000 for its marketing and road show expenses and (ii) up to $100,000 for its accountable legal fees and expenses. Entities affiliated with New Mountain Capital, LLC and Linde North America purchased an aggregate of 7,634,286 Class A Units in the Offering.
The net proceeds to Bellerophon from the Offering, after deducting the Placement Agent’s fees and expenses, Bellerophon’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the warrants issued in the Offering, are expected to be approximately $10.9 million. Bellerophon currently intends to use the net proceeds from the Offering for general corporate purposes, including manufacturing expenses, clinical trial expenses, research and development expenses and general and administrative expense.
A registration statement, as amended, relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on November 22, 2016 and a related registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended. The Offering was made only by means of a prospectus forming a part of the effective registration statement.
The description of terms and conditions of each of the Securities Purchase Agreement and form of Warrant set forth herein does not purport to be complete and is qualified in its entirety by the full text of the form of Securities Purchase Agreement and form of Warrant, which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated herein by reference.
The Securities Purchase 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 that agreement and in the context of the specific relationship between the parties. The provisions of the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and is not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to such agreement. Rather, investors and the public should look to other disclosures contained in Bellerophon’s filings with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 4.1 | Form of Warrant to purchase Common Stock issued in the Offering (incorporated by reference to Exhibit 4.4 to Bellerophon’s Registration Statement on Form S-1/A (File No. 333-214230) filed with the SEC on November 21, 2016) |
| 10.1 | Form of Securities Purchase Agreement, dated as of November 22, 2016, by and between Bellerophon Therapeutics, Inc. and the investors in the offering (incorporated by reference to Exhibit 10.46 to Bellerophon’s Registration Statement on Form S-1/A (File No. 333-214230) filed with the SEC on November 21, 2016) |
| 99.1 | Press release dated November 23, 2016 announcing the pricing of the Offering |
SIGNATURES
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.
| BELLEROPHON THERAPEUTICS, INC. | |
| Date: November 29, 2016 | /s/ Fabian Tenenbaum |
| Fabian Tenenbaum | |
| Chief Executive Officer |
Exhibit Listing
| Exhibit No. | Description |
| 4.1 | Form of Warrant to purchase Common Stock issued in the Offering (incorporated by reference to Exhibit 4.4 to Bellerophon’s Registration Statement on Form S-1/A (File No. 333-214230) filed with the SEC on November 21, 2016) |
| 10.1 | Form of Securities Purchase Agreement, dated as of November 22, 2016, by and between Bellerophon Therapeutics, Inc. and the investors in the offering (incorporated by reference to Exhibit 10.46 to Bellerophon’s Registration Statement on Form S-1/A (File No. 333-214230) filed with the SEC on November 21, 2016). |
| 99.1 | Press release dated November 23, 2016 announcing the pricing of the Offering |
Exhibit 99.1
BELLEROPHON THERAPEUTICS, INC. ANNOUNCES
$12 MILLION PUBLIC OFFERING
Warren, NJ – November 23, 2016 – (GLOBE NEWSWIRE) – Bellerophon Therapeutics, Inc. (Nasdaq: BLPH), a clinical-stage biotherapeutics company, today announced the pricing of a public offering with expected total gross proceeds of approximately $12 million. The offering is expected to close on or about November 29, 2016, subject to satisfaction of customary closing conditions.
The offering was priced at $0.70 per Class A Unit (consisting of one share of our common stock and a warrant to purchase one share of our common stock). Each warrant will have an exercise price per full share of common stock equal to $0.80, will be immediately exercisable and will expire five years from the date on which such warrant becomes exercisable.
H.C. Wainwright & Co. is acting as the exclusive placement agent in connection with the offering.
Bellerophon intends to use the net proceeds from the offering for general corporate purposes, including manufacturing expenses, clinical trial expenses, research and development expenses and general and administrative expenses.
The securities are being offered pursuant to an effective registration statement on Form S-1 (File No. 333-214230) that was previously filed with the Securities and Exchange Commission (SEC). The securities may be offered only by means of a prospectus. The preliminary prospectus related to the offering has been filed with the SEC and a final prospectus related to the offering will be filed with the SEC on or about November 23, 2016. Copies of the preliminary prospectus and the final prospectus, when available, are on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., 430 Park Avenue, New York NY 10022, or e-mail placements@hcwco.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Bellerophon
Bellerophon Therapeutics is a clinical-stage biotherapeutics company focused on developing innovative therapies at the intersection of drugs and devices that address significant unmet medical needs in the treatment of cardiopulmonary diseases. The Company is currently developing three product candidates under its INOpulse program, a proprietary pulsatile nitric oxide delivery device. The first is for the treatment of pulmonary arterial hypertension (PAH), for which the Company has commenced Phase 3 clinical trials in 2016. The second is for the treatment of pulmonary hypertension associated with chronic obstructive pulmonary disease (PH-COPD) and the third candidate is for the treatment of pulmonary hypertension associated with Idiopathic Pulmonary Fibrosis (PH-IPF) both of which are in Phase 2 development. For more information, please visit www.bellerophon.com.
Forward-Looking Statements
Any statements in this press release about Bellerophon’s future expectations, plans and prospects, including statements about the clinical development of its product candidates, regulatory actions with respect to the Company’s clinical trials and expectations regarding the sufficiency of the Company’s cash balance to fund clinical trials, operating expenses and capital expenditures, and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, among others: risks impacting the Company’s ability to complete the public offering of its securities because of general market conditions or other factors, the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from ongoing and future clinical trials and the results of such trials, whether preliminary or interim results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials will be indicative of the results of later clinical trials, expectations for regulatory approvals, the FDA’s substantial discretion in the approval process, availability of funding sufficient for our foreseeable and unforeseeable operating expenses and capital expenditure requirements and other factors discussed in the “Risk Factors” section of the Company’s most recent filings with the Securities and Exchange Commission. In addition, any forward-looking statements included in this press release represent Bellerophon’s views only as of the date of this release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company specifically disclaims any obligation to update any forward-looking statements included in this press release.
Contact:
| At Bellerophon: | At Rx Communications Group: |
| Fabian Tenenbaum, Chief Executive Officer | Melody Carey (Investors/Media) |
| (908) 574-4767 | (917) 322-2571 |