8-K 1 d8k.htm CURRENT REPORT ON FORM 8-K Current Report on 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) November 12, 2007

 


MEDIVATION, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   001-32836   13-3863260

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

201 Spear Street, 3rd Floor, San Francisco, CA 94105

(Address of principal executive offices) (Zip Code)

(415) 543-3470

(Registrant’s telephone number, including area code)

 


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 8.01. Other Events.

On November 12, 2007, we priced the sale of 758,117 shares of our common stock to Azimuth Opportunity Ltd. (“Azimuth”) at approximately $20.12 per share under our previously disclosed equity line of credit with Azimuth. We expect this transaction to close on November 14, 2007.

The gross proceeds of $15,250,000 we will receive in this draw down bring to $21,250,000 the total gross proceeds raised to date under our Azimuth facility. We believe that it is fiscally prudent to keep one to two years cash on hand, particularly given the turbulence and unpredictability of the current capital markets, and have now satisfied that objective.

We will receive net proceeds from the sale of these shares of approximately $15,075,000 after deducting our estimated offering expenses of approximately $175,000, including the placement agent fee of $152,500 paid to Reedland Capital Partners, an institutional division of Financial West Group, Member NASD/SIPC, in connection with this offering. The offering price of these shares was established with reference to the volume weighted average prices of our common stock on the Nasdaq Global Market for the period beginning October 30, 2007 and ending November 12, 2007, net of a discount of 3.90% per share. In connection with this sale, we are filing, as Exhibit 5.1 hereto, an opinion of our counsel, Latham & Watkins LLP.

We intend to use the net proceeds from the sale of the shares for general corporate purposes, which may include costs of developing our technologies, making additions to our working capital and funding future acquisitions.

The foregoing description is qualified in its entirety by reference to the Common Stock Purchase Agreement, dated September 7, 2007, between us and Azimuth, which is incorporated by reference into this report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  5.1    Opinion of Latham & Watkins LLP.
10.1    Common Stock Purchase Agreement, dated September 7, 2007, by and between Medivation, Inc. and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 of Medivation’s Current Report on Form 8-K filed on September 10, 2007).


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.

 

    MEDIVATION, INC.
Dated: November 13, 2007     By:  

/s/ C. Patrick Machado

      C. Patrick Machado
      Senior Vice President and Chief Financial Officer


Exhibit Index

 

  5.1   Opinion of Latham & Watkins LLP.
10.1   Common Stock Purchase Agreement, dated September 7, 2007, by and between Medivation, Inc. and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 of Medivation’s Current Report on Form 8-K filed on September 10, 2007).