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): August 9, 2007
BioCryst Pharmaceuticals,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware | 000-23186 | 62-1413174 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2190 Parkway Lake Drive,
Birmingham, Alabama |
35244 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (205) 444-4600
(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
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 8.01. | Other Events and Regulation FD Disclosure. |
On August 9, 2007, BioCryst Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that it has completed the previously announced $65.3 million private placement of approximately 8.3 million shares of the Company’s common stock, $0.01 par value (the “Shares”), and warrants to purchase an additional approximately 3.2 million shares of common stock (the “Warrants”). The purchase price for the Shares was $7.80 per share, the closing Nasdaq composite bid price for the Company’s common stock immediately preceding execution of the definitive agreement for the transaction, and the exercise price for the Warrants is $10.25. Investors in the financing paid an additional purchase price equal to $0.125 for each share underlying the Warrants.
The Shares and Warrants sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to register the Shares, Warrants and the shares of common stock issuable upon exercise of the Warrants for resale. This report does not constitute an offer or sale of any securities.
The press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein and incorporated by reference into the shelf registration statements.
Neither the filing of any press release as an exhibit to this Current Report on Form 8-K nor the inclusion in such press release of a reference to the Company’s Internet address shall, under any circumstances, be deemed to incorporate the information available at such Internet address into this Current Report on Form 8-K. The information available at the Company’s Internet address is not part of this Current Report on Form 8-K or any other report filed by the Company with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1
|
Press release dated August 9, 2007 entitled “BioCryst Completes $65.3 Million Private Placement Financing”. |
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.
Dated: August 9, 2007
BioCryst Pharmaceuticals, Inc.
By: /s/
Michael A.
Darwin
Michael
A. Darwin
Chief Financial Officer and Chief Accounting Officer
EXHIBIT INDEX
Exhibit No.
|
Description | |
99.1
|
Press release dated August 9, 2007 entitled “BioCryst Completes $65.3 Million Private Placement Financing”. |
Exhibit 99.1
BIOCRYST PHARMACEUTICALS, INC.
2190 PARKWAY LAKE DRIVE
BIRMINGHAM, AL 35244
205-444-4600 205-
444-4640 FAX
www.biocryst.com
Contact:
BioCryst Pharmaceuticals,
Inc.
Jonathan M. Nugent
V.P. Corporate Communications
(205) 444-4633
FOR IMMEDIATE RELEASE
BIOCRYST COMPLETES $65.3 MILLION PRIVATE PLACEMENT FINANCING
Birmingham, Alabama – August 9, 2007 — BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX) today announced that it has completed a $65.3 million private placement of approximately 8.3 million shares of its common stock and warrants to purchase an additional approximately 3.2 million shares of common stock. The purchase price for the shares was $7.80 per share, the closing Nasdaq composite bid price for the company’s common stock immediately preceding execution of the definitive agreement for the transaction and the exercise price for the warrants is $10.25. Investors in the financing paid an additional purchase price equal to $0.125 for each share underlying the warrants.
Participants in the transaction included funds managed by Baker Brothers Investments, Kleiner Perkins Caufield & Byers, EHS Holdings, OrbiMed Advisors, Texas Pacific Group Ventures, and Stephens Investment Management.
About BioCryst
BioCryst Pharmaceuticals, Inc. is a leader in the use of
crystallography and structure-based drug design for the development of novel
therapeutics to treat cancer, cardiovascular diseases, autoimmune diseases, and
viral infections. The company is advancing multiple internal programs toward
potential commercialization including Fodosine™ in oncology, BCX-4208 in
transplantation and autoimmune diseases and peramivir in seasonal and life-
threatening influenza. BioCryst has a worldwide partnership with Roche for the
development and commercialization of BCX-4208, and is collaborating with
Mundipharma for the development and commercialization of Fodosine™ in
markets across Europe, Asia, Australia and certain neighboring countries. In
January, 2007 the U.S. Department of Health and Human Services
(DHHS) awarded a $102.6 million, four-year contract to BioCryst for
advanced development of peramivir to treat seasonal and life-threatening
influenza. In February 2007 BioCryst established a partnership with
Shionogi & Co., to develop and commercialize peramivir in Japan. For more
information about BioCryst, please visit the company’s web site at
http://www.biocryst.com.
Forward-looking
statements
This press release contains forward-looking statements,
including statements regarding future results, performance or achievements.
These statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be
materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. These statements
reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. Some
of the factors that could affect the forward-looking statements contained
herein include that the Phase II clinical trials of peramivir may not be
successful, that the Phase II trial of BCX-4208 for psoriasis may not be
successfully completed, that development and commercialization of
Fodosine™ in both T-ALL and CTCL may not be successful, that we may not
resolve satisfactorily the particulate matter issue with the intravenous
formulation of Fodosine™, that DHHS could reduce or eliminate funding for
peramivir, that we or our licensees may not be able to enroll the required
number of subjects in planned clinical trials of our product candidates and
that such clinical trials may not be successfully completed, that BioCryst or
its licensees may not commence as expected additional human clinical trials
with our product candidates, that our product candidates may not receive
required regulatory clearances from the FDA, that ongoing and future clinical
trials may not have positive results, that we may not be able to complete
successfully the Phase IIb trials for Fodosine™ that are currently
planned to be pivotal, that we may not be able to commence the proposed Phase
III trial for peramivir within the time frame we currently expect or at all,
that we may not be able to announce preclinical developments for additional
compounds by year-end 2007 as currently proposed, that we or our licensees may
not be able to continue future development of our current and future
development programs, that our development programs may never result in future
product, license or royalty payments being received by BioCryst, that BioCryst
may not reach favorable agreements with potential pharmaceutical and biotech
partners for further development of its product candidates, that BioCryst may
not have sufficient cash to continue funding the development, manufacturing,
marketing or distribution of its products, and that additional funding, if
necessary, may not be available at all or on terms acceptable to BioCryst.
Please refer to the documents BioCryst files periodically with the Securities
and Exchange Commission, specifically BioCryst’s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-
K which identify important factors that could cause the actual results to
differ materially from those contained in the projections or forward-looking
statements.
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