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 29, 2013

 

 

CORONADO BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-35366   20-5157386

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

24 New England Executive Park, Burlington, MA   01803
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 652-4500

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On April 29, 2013, we entered into an At Market Issuance Sales Agreement with MLV & Co. LLC, or MLV, pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $45,000,000 from time to time through MLV, acting as agent. Sales of our common stock through MLV, if any, will be made by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by MLV and us. MLV will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. Each time we wish to issue and sell common stock under the sales agreement, we will notify MLV of the number of shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters as we deem appropriate. We will pay MLV a commission rate of up to 3.0% of the gross proceeds from the sale of any common stock sold through MLV as agent under the sales agreement. We have also agreed to reimburse MLV for certain expenses incurred in connection with entering into the sales agreement and have provided MLV with customary indemnification rights. Previously, we had an At Market Issuance Sales Agreement with MLV pursuant to which we sold an aggregate of 3,332,152 shares of common stock for gross and net proceeds of approximately $30.0 and $29.3 million, respectively.

The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.46 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the sales agreement into our shelf registration statement on Form S-3 (File No. 333-183943) previously filed with the SEC.

The opinion of our counsel regarding the validity of the Common Stock that will be issued pursuant to the sales agreement also is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
No.

  

Description

  5.1    Opinion of Wyrick Robbins Yates & Ponton LLP.
10.46    At Market Issuance Sales Agreement, dated April 29, 2013, between Coronado Biosciences, Inc. and MLV & Co. LLC.
23.1    Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1).


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.

 

    CORONADO BIOSCIENCES, INC.
Date: April 29, 2013    

/s/ Dale Ritter

    Name:   Dale Ritter
    Title:   Senior Vice President, Finance