Arena Pharmaceuticals 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2005
ARENA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
6166 Nancy Ridge Drive, San Diego, California 92121
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
Item 8.01. Other Events.
On February 1, 2005, Arena Pharmaceuticals, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with CIBC World Markets Corp., as representative of the several underwriters named therein (collectively, the Underwriters), related to a public offering of 7,500,000 shares of common stock, par value $0.0001 per share, of the Company (the Common Stock). The price to the public is $6.00 per share, and the underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $5.64 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,125,000 shares of Common Stock to cover over-allotments, if any. The offering is being made pursuant to the Companys effective shelf registration statement on Form S-3 (Registration No. 333-115670) previously filed with the Securities and Exchange Commission (the SEC). The Underwriting Agreement is filed as Exhibit 1.1 to this Report, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Companys press release announcing the pricing of the public offering is filed as Exhibit 99.1 to this Report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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.