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): April 27, 2016

ANTHERA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34637	20-1852016
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

25801 Industrial Boulevard, Suite B, Hayward, California	94545
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 856-5600

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.

Amendment to LPC Agreement

On April 27, 2016, Anthera Pharmaceuticals, Inc. (the “Company”) and Lincoln Park Capital Fund, LLC (“LPC”) entered into an amendment to the Purchase Agreement, dated as of March 12, 2015 and subsequently amended on July 8, 2015, by and between the Company and LPC (as amended, the “LPC Agreement”) to increase the total amount of the Company’s shares of common stock, par value $0.001 per share (“Common Stock”) available for purchase by LPC under the LPC Agreement from $6,000,000 to $15,000,000 (the “Amendment”). Under the original LPC Agreement, we had issued and sold shares of our common stock having an aggregate offering price of $1,036,000. Accordingly, we may offer and sell shares of our common stock having an aggregate offering price of up to $13,964,000 upon execution of the Amendment.

As consideration for entering into the Amendment, the Company issued to LPC 7,916 shares of Common Stock, and is required to issue up to 95,160 additional shares of Common Stock pro rata as the Company requires LPC to purchase the Company’s shares under the LPC Agreement over the term of the agreement. The Company will not receive any cash proceeds from the issuance of these 7,916 shares or the 95,160 shares that may be issued if subsequent funding is received by the Company.

All shares of Common Stock to be issued and sold to LPC under the LPC Agreement will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-210166), filed with the Securities and Exchange Commission in accordance with the provisions of the Securities Act of 1933, as amended, and declared effective on April 18, 2016, and the prospectus supplement thereto dated April 27, 2016.

This current report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock 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 other jurisdiction.

The Amendment is included as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference and the LPC Agreement was previously filed by the Company with the Securities and Exchange Commission on March 12, 2015. The foregoing descriptions of the Amendment and the LPC Agreement and the transactions contemplated thereby are qualified in their entirety by reference to such exhibits. In addition, the Amendment has been included to provide investors with information regarding its terms. The Amendment is not intended to provide any other factual information about the Company. The Amendment contains representations and warranties that the Company has made to LPC. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the Company has provided to LPC in connection with signing the Amendment. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Amendment. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Member of Board of Directors

On April 27, 2016, the Board of Directors (the “Board”) of the Company, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mr. Brent Furse to serve on the Board as a Class I director.  

Mr. Furse, 47, has over 25 years of healthcare commercial leadership experience withextensive experience in the areas of sales and marketing, commercial product launch and partnerships. Mr. Furse currently serves as President and Chief Commercial Officer at Cardiorentis AG, a biopharmaceutical company that is developing novel medicines for acute heart failure.  Prior to Cardiorentis AG, from 2000 to 2015, Mr. Furse served as Chief Customer Officer and Executive Vice President at The Medicines Company (MDCO), currently a publicly traded biopharmaceutical company.  Prior to the Medicines Company, he worked in the cardiovascular divisions of Schering-Plough and Bristol-Myers Squibb.Mr. Furse received his Bachelor of Science from Keenesaw State University and holds an M.B.A. from Mercer University.

Mr. Furse has been appointed to the Audit Committee.

Mr. Furse will participate in the Company's standard director compensation program. The program generally in effect for the Company's current fiscal year ending December 31, 2016 is described in "Director Compensation" in the Company's proxy statement for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 15, 2016 (the “Proxy Statement”).

The Board of Directors awarded two stock option grants to purchase an aggregate of 75,049 shares of the Company's Common Stock to Mr. Furse on April 27, 2016, the date he was elected to the Board.  The first stock option grant of 33,670 shares of common stock will vest as follows: 25% on April 27, 2017 and the remainder will vest in 36 equal monthly installments thereafter.  The second stock option grant of 41,379 shares vest in 12 equal monthly installments from April 27, 2016.

Mr. Furse is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Furse and any other persons pursuant to which he was selected as a director.

Retirement of Member of Board of Directors

On April 27, 2016, Mr. Sanford Zweifach, a director of the Company, concluded his term on the Board and all committees thereof and did not stand for re-election at the Company’s 2016 Annual Meeting of Stockholders.   Mr. Zweifach has previously served as chairman of the Compensation Committee and as a member of the Audit Committee.   Mr. Zweifach’s decision to retire from the Board was not the result of any disagreement with the Company.

The Company issued a press release on April 27, 2016 announcing the appointment of Mr. Furse and the retirement of Mr. Sanford Zweifach.  The press release is attached hereto as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to the stockholders at the 2016 Annual Meeting of Stockholders held on April 27, 2016:

(i) The election of one Class I director, as nominated by the Board of Directors, to hold office until the 2019 Annual Meeting of Stockholders or until his successor is duly elected and qualified;

(ii) The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2016;

(iii) The approval of an amendment to the 2013 Stock Option and Incentive Plan to increase the aggregate number of shares authorized for issuance under the plan by 1,600,000 shares of common stock; and

(iv) To hold a non-binding, advisory vote on the executive compensation of the Company’s named executive officers.

The proposals are described in detail in the Proxy Statement.

The number of shares of common stock entitled to vote at the annual meeting was 40,004,037.  The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 33,350,411.  All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominee were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

(a)           Election of one Class I Director.

Director Nominee	Votes For	Votes Withheld
David E. Thompson	15,079,319	3,477,307

There were 14,793,785 broker non-votes regarding the election of directors.

(b)           Ratification of Auditors.

Stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  The results of the voting included 30,278,195 votes for, 3,063,949 votes against, and 8,267 votes abstained.

There were zero broker non-votes regarding this proposal.

(c)           Amendment of the Company’s 2013 Stock Option and Incentive Plan.

Stockholders approved the amendment of the Company’s 2013 Stock Option and Incentive Plan.  The results of the voting included 12,007,388 votes for, 6,522,943 votes against, and 26,295 votes abstained.

There were 14,793,785 broker non-votes regarding this proposal.

(d)           Advisory Vote on Executive Compensation of the Company’s Named Executive Officers.

Stockholders approved, on an advisory non-binding basis, the executive compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.  The results of such voting included 11,656,628 votes for, 6,854,905 votes against, and 45,093 votes abstained.

There were 14,793,785 broker non-votes regarding this proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents are filed as exhibits to this report:

5.1	Opinion of Goodwin Procter LLP
10.1	Amendment to the LPC Agreement, dated as of April 27, 2016, between Anthera Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC
23.1	Consent of Goodwin Procter LLP (contained in Exhibit 5.1)
99.1	Press Release dated April 27, 2016

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.

Date: April 29, 2016	Anthera Pharmaceuticals, Inc.
	By:	/s/ May Liu
		May Liu
		Senior Vice President of Finance and Administration (Principal Accounting Officer)

EX-5.1

Exhibit 5.1

Goodwin Procter LLP Counselors at Law Three Embarcadero Center 24th Floor San Francisco, CA 94111 T: 415.733.6000 F: 415.677.9041

April 27, 2016

Anthera Pharmaceuticals, Inc.

25801 Industrial Boulevard, Suite B

Hayward, California 94545

Re:Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-210166) (as amended or supplemented, the “Registration Statement”) filed on March 14, 2016 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”) of up to $100,000,000 of any combination of securities of the types specified therein, that was declared effective by the Commission on April 18, 2016. Reference is made to our opinion letter dated March 14, 2016 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) dated April 27, 2016 and filed on or about April 29, 2016 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $15,000,000 aggregate offering amount of shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement pursuant to the Amendment to the Purchase Agreement between the Company and Lincoln Park Capital Fund, LLC dated April 27, 2016 (the “Purchase Agreement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-10.1

Exhibit 10.1

Anthera Pharmaceuticals, Inc.

25801 Industrial Boulevard, Suite B

Hayward, California 94545

April 27, 2016

Lincoln Park Capital Fund, LLC

440 North Wells, Suite 410

Chicago, Illinois 60654

Dear Sirs:

Reference is made to that certain Purchase Agreement, dated as of March 12, 2015 and as amended by letter dated July 8, 2015 (as so amended, the “Purchase Agreement”), by and between ANTHERA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).  Capitalized terms used but not otherwise defined shall have the meanings set forth in the Purchase Agreement.

The Company and the Investor agree that effective as of the date hereof, the Purchase Agreement is further amended as follows:

1. The maximum amount of Common Stock that may be sold by the Company under the Purchase Agreement shall be Fifteen Million Dollars ($15,000,000) of Common Stock. Section 1(g) of the Purchase Agreement is amended and replaced in its entirety with the following:

“(g)                 “Available Amount” means initially Fifteen Million Dollars ($15,000,000) in the aggregate, which amount shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.”

2. The penultimate sentence of Section 4(d) of the Purchase Agreement is amended and replaced in its entirety with the following:

“108,413 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement.”

3. The third and fourth sentences of Section 5(e) of the Purchase Agreement is amended and replaced in its entirety with the following:

“In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 95,160 and (y) the Purchase Amount Fraction.  The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Thirteen Million Nine Hundred Sixty Four Thousand Dollars ($13,964,000).”

4. Section 8(f) of the Purchase Agreement is amended and replaced in its entirety with the following:

“(f)                           As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, (A)solely for the purpose of effecting purchases of Purchase Shares hereunder, 2,000,000 shares of Common Stock and (B) as Additional Commitment Shares in accordance with Section 5(e) hereof, 108,413 shares of Common Stock;”

In consideration for the Investor’s execution and delivery of this further amendment to the Purchase Agreement, the Company shall cause the Transfer Agent to issue, on the date hereof, 7,916 additional Initial Commitment Shares directly to the Investor electronically as DWAC Shares.  For the avoidance of doubt, all of such additional Initial Commitment Shares shall be fully earned as of the date hereof, irrespective of any termination of the Purchase Agreement.

Except as expressly set forth above, all other terms and conditions of the Purchase Agreement shall remain in full force and effect, without amendment thereto.

[Remainder of this page intentionally left blank]

This amendment may be executed in counterparts, all of which taken together shall constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Very truly yours,

ANTHERA PHARMACEUTICALS, INC.

/s/ May Liu

By:

Name: May Liu

Title:   SVP, Finance & Administration

Acknowledged and agreed:

LINCOLN PARK CAPITAL FUND, LLC

By: LINCOLN PARK CAPITAL, LLC

By: ALEX NOAH INVESTORS, INC.

/s/ Jonathan Cope

By:

Name: Jonathan Cope

Title:  President

EX-99.1

Exhibit 99.1

Anthera Pharmaceuticals Appoints Brent Furse to Board of Directors

Hayward, CA, April 27th, 2016 – (GlobeNewswire) Anthera Pharmaceuticals, Inc.  (NASDAQ:ANTH) today announced the appointment of Brent Furse to its Board of Directors.

Mr. Furse has over 25 years of healthcare commercial leadership experience with extensive experience in the areas of sales and marketing, commercial product launch and partnerships. He is currently President and Chief Commercial Officer of Cardiorentis AG, a company that is developing novel medicines for Acute Heart Failure.  Previously he was Chief Customer Officer & Executive Vice President at The Medicines Company.  Prior to the Medicines Company, he worked in the cardiovascular divisions of Schering-Plough and Bristol-Myers Squibb.  Mr. Furse holds a Bachelor of Science from Kennesaw State University and an M.B.A. from Mercer University.

 “We are pleased to welcome Brent to the Board of Directors of Anthera. Brent’s commercialization expertise will be a real asset to Anthera as we progress through the late stages of our development programs for Sollpura and blisibimod,” said Dr. Chris Henney, Chairman of Anthera Pharmaceuticals. “We look forward to leveraging Brent’s leadership experience to provide important organizational and operational advice.”   

Concurrent with the appointment of Mr. Brent Furse, Mr. Sanford Zweifach resigned from the Company’s Board of Directors.

“The management team and Board of Directors are grateful for Sandy’s dedication and wish him all the best.”  Dr. Henney continued: “We thank Sandy for his service over the past three years on the Board. Over his tenure, Sandy’s dedication and guidance has been extremely beneficial to us throughout the development of our Sollpura and blisibimod programs." 

About Anthera Pharmaceuticals, Inc.

Anthera Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing and commercializing products to treat serious and life-threatening diseases, including exocrine pancreatic insufficiency due to cystic fibrosis, lupus, lupus with glomerulonephritis, and IgA nephropathy. Additional information on the Company can be found at www.anthera.com.

Safe Harbor Statement

Any statements contained in this press release that refer to future events or other non-historical matters, including statements that are preceded by, followed by, or that include such words as "estimate," "intend," "anticipate," "believe," "plan," "goal," "expect," "project," or similar statements, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Anthera's expectations as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially as set forth in Anthera's public filings with the SEC, including Anthera's Annual Report on Form 10-K for the year ended December 31, 2015. Anthera disclaims any intent or obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law.

CONTACT: Nikhil Agarwal of Anthera Pharmaceuticals, Inc.

nagarwal@anthera.com or 510.856.5600 x5621