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): April 4, 2016
ContraVir Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-36856 |
|
46-2783806 |
|
(State or other jurisdiction |
|
(Commission |
|
IRS Employer |
|
of incorporation or organization) |
|
File Number) |
|
Identification No.) |
399 Thornall Street, First Floor
Edison, NJ 08837
(Address of principal executive offices)
Registrant’s telephone number, including area code: (732) 902-4000
(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 8.01 Other Events
On April 4, 2016, ContraVir Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the closing of its previously announced best efforts underwritten public offering of 4,929,578 shares of its common stock and warrants to purchase up to 2,464,789 shares of the Company’s common stock at a fixed combined price to the public of $1.42.
The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 ContraVir Pharmaceuticals, Inc. Press Release dated April 4, 2016
SIGNATURE
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.
Dated: April 4, 2016
|
|
CONTRAVIR PHARMACEUTICALS, INC. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ James Sapirstein |
|
|
|
James Sapirstein |
|
|
|
Chief Executive Officer |
Exhibit 99.1
CONTRAVIR PHARMACEUTICALS, INC. ANNOUNCES CLOSING OF PUBLIC OFFERING OF COMMON STOCK AND WARRANTS
EDISON, NJ — April 4, 2016 - ContraVir Pharmaceuticals, Inc. (Nasdaq:CTRV) (“ContraVir” or the “Company”), a biopharmaceutical company focused on the development and commercialization of targeted antiviral therapies, today announced the closing of its previously announced best efforts underwritten public offering of 4,929,578 shares of its common stock and warrants to purchase up to 2,464,789 shares of the Company’s common stock at a fixed combined price to the public of $1.42. The shares of common stock and warrants were issued separately. The warrants are exercisable for a period of five years following the issuance thereof at an exercise price of $1.70 per share. There is no established public trading market for the warrants and ContraVir does not expect a market to develop in the future. The gross proceeds to ContraVir from this offering is $7,000,000, before deducting the underwriting discount and other estimated offering expenses payable by the Company.
Laidlaw & Company (UK) Ltd. is the sole book-running manager for the offering.
ContraVir intends to use the net proceeds from this offering to fund its research and development activities, including its ongoing clinical trials, and for working capital and other general corporate purposes, and possibly acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated.
A shelf registration statement on Form S-3 relating to the securities was filed with the Securities and Exchange Commission and is effective. A final prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s web site at http://www.sec.gov. Electronic copies of the final prospectus supplement relating to the offering may be obtained from the offices of Laidlaw & Company (UK) Ltd., 546 Fifth Avenue, 5th Floor, New York, NY, 10036, telephone: 212-953-4900 or by email at syndicate@laidlawltd.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About ContraVir Pharmaceuticals, Inc.:
ContraVir is a biopharmaceutical company focused on the discovery and development of targeted antiviral therapies with two candidates in mid-to-late stage clinical development. ContraVir’s lead clinical drug, FV-100, is an orally available nucleoside analogue prodrug that is being developed for the treatment of herpes zoster, or shingles, which is currently in Phase 3 clinical development. In addition to direct antiviral activity, FV-100 has demonstrated the potential to reduce the incidence of debilitating shingles-associated pain known as post-herpetic neuralgia (PHN) in a Phase 2 clinical study. ContraVir is also developing CMX157, a highly potent analog of the successful antiviral drug tenofovir, for the Hepatitis B virus (HBV). CMX157’s novel structure results in decreased circulating levels of tenofovir, lowering systemic exposure and thereby reducing the potential for renal side effects.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the public offering and the intended use of
proceeds from the offering. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of our business and other risks detailed from time to time in our filings with the Securities and Exchange Commission, and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.
CONTACT:
Tiberend Strategic Advisors, Inc.
Tirth Patel (investors)
tpatel@tiberend.com; (212) 375-2681
Claire Sojda (media)
csojda@tiberend.com; (212) 375-2686