UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 12, 2021
Recro Pharma, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania | 001-36329 | 26-1523233 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1 E. Uwchlan Ave, Suite 112 Exton, Pennsylvania | 19341 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 534-8239
Not Applicable
(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):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading | Name of Exchange | ||
Common Stock, par value $0.01 | REPH | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 12, 2021, Recro Pharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., as representative of the underwriters (the “Underwriters”), to issue and sell 13,333,333 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in a public offering at a price to the public of $2.25 per share, pursuant to a Registration Statement on Form S-3 (File No. 333-229734) (the “Registration Statement”) filed with the Securities and Exchange Commission on March 21, 2019 and a related prospectus, including the related prospectus supplement dated May 12, 2021, (the “Offering”). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,999,999 shares of Common Stock.
The Offering is expected to close on or about May 14, 2021, subject to satisfaction of customary closing conditions. Net proceeds to the Company from the Offering are expected to be approximately $27.9 million after deducting underwriting discounts and estimated offering expenses. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the Common Stock sold is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated as of May 12, 2021, by and between Recro Pharma, Inc. and William Blair & Company, L.L.C., as representative of the underwriters | |
5.1 | Opinion of Troutman Pepper Hamilton Sanders LLP | |
23.1 | Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1) | |
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.
Recro Pharma, Inc. | ||
By: | /s/ J. David Enloe, Jr. | |
Name: | J. David Enloe, Jr. | |
Title: | President and Chief Executive Officer |
Date: May 13, 2021