Optimer Pharmaceuticals 8-K 2009
Date of Report (Date of earliest event reported): March 4, 2009
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Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2009, Optimer Pharmaceuticals, Inc. (Optimer) entered into common stock purchase agreements with certain institutional investors relating to a registered direct offering of 2,794,700 shares of Optimers common stock, at a purchase price of $10.00 per share, and unit purchase agreements with affiliates of ProQuest Investments relating to a registered direct offering of 457,666 units, at a purchase price of $10.925 per unit, with each unit consisting of one share of common stock and a warrant to purchase 0.20 of a share of common stock at an exercise price of $10.93 per share (collectively, the Offering). The warrants will have a term of five years and will be exercisable six months following issuance. Alain Schreiber, one of Optimers directors, is a Managing Partner of ProQuest Investments. The closing of the Offering is expected to take place on March 9, 2009. Copies of the forms of common stock purchase agreement, unit purchase agreement and warrant are attached as Exhibits 99.1, 99.2 and 4.1 hereto, respectively, and are incorporated herein by reference.
The common stock and units will be issued pursuant to prospectus supplements to be filed with the Securities and Exchange Commission in connection with a shelf takedown from Optimers registration statement on Form S-3 (File No. 333-149935) which became effective on April 7, 2008.
Proceeds from the offering will be used in the further development of Optimers ongoing programs, as well as for other general corporate purposes.
On March 4, 2009, Optimer issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.3 hereto and is incorporated herein by reference. A copy of the opinion of Cooley Godward Kronish LLP relating to the legality of the issuance and sale of the shares and units in the offering is attached as Exhibit 5.1 hereto.
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.