UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Public Offering
On March 11, 2021, Savara Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale and issuance of (i) an aggregate of 45,785,828 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase an aggregate of 32,175,172 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”). The offering price to the public of the Shares is $1.45 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $1.363 per share. The offering price to the public of the Pre-Funded Warrants is $1.449 per Pre-Funded Warrant, which represents the per share offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant, and the Underwriters have agreed to purchase the Pre-Funded Warrants from the Company pursuant to the Underwriting Agreement at a price of $1.362 per Pre-Funded Warrant. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 11,694,150 shares of Common Stock at the same price per share as the Shares.
The Company estimates that the net proceeds from the public offering will be approximately $106.2 million or approximately $122.2 million if the Underwriters’ option to purchase additional shares is exercised in full.
The Shares and the Pre-Funded Warrants will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-225994). A prospectus supplement relating to the public offering will be filed with the SEC.
The public offering is expected to close on March 15, 2021, subject to the satisfaction of customary closing conditions.
The foregoing description of the material terms of the Underwriting Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant. Copies of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and each is incorporated herein by reference.
Warrant Repurchase
On March 9, 2020 and March 10, 2020, prior to the launch of the public offering, the Company entered into separate privately-negotiated warrant repurchase agreements (the “Warrant Repurchase Agreements”) with certain holders of its outstanding milestone warrants, each dated as of December 24, 2019, pursuant to which the
Company will pay $0.15 per share of Common Stock underlying each milestone warrant and the warrants will be terminated. The aggregate number of shares of Common Stock subject to warrants that are being repurchased is 26,061,769 and the aggregate repurchase price is approximately $3.9 million. Following the warrant repurchases, the Company will have outstanding milestone warrants to purchase an aggregate of 5,212,352 shares of Common Stock.
The warrant repurchase is expected to close prior to the closing of the public offering.
The foregoing description of the material terms of the Warrant Repurchase Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Warrant Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
A copy of the press release announcing the pricing of the public offering is attached to this Current Report on Form 8-K as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 11, 2021, by and among Savara Inc., Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
| 10.1 | Form of Warrant Repurchase Agreement | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) | |
| 99.1 | Press Release of Savara Inc. dated March 11, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: March 11, 2021 | SAVARA INC. a Delaware corporation | |||||
| By: | /s/ Dave Lowrance | |||||
| Dave Lowrance Chief Financial Officer | ||||||