Current Report Filing (8-k)
04 July 2017 - 5:14AM
Edgar (US Regulatory)
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):
July 3, 2017
IMMUNE DESIGN
CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36561
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26-2007174
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(state or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1616 Eastlake Ave. E., Suite 310
Seattle, Washington
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98102
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (206) 682-0645
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§ 240.12b2 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 July 3, 2017, Immune Design Corp. (the Company) entered into a Sales Agreement (the Agreement) with Cowen and Company, LLC
(Cowen) under which the Company may offer and sell, from time to time at its sole discretion through Cowen, as its sales agent, shares of its common stock, par value $0.001 per share (the Common Stock), having an aggregate
offering price of up to $50,000,000.
Cowen may sell the Common Stock by any method permitted by law deemed to be an at the market offering as
defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the Securities Act), including sales made directly on or through the NASDAQ Global Market or on any other existing trading market for the Common Stock. Subject to the
terms and conditions of the Agreement, Cowen will use its commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or
conditions the Company may impose). The Company or Cowen may suspend the offering of the Common Stock being made through Cowen under the Agreement upon proper notice to the other party. The Company will pay Cowen a commission equal to 3.0%
of the gross sales proceeds of any Common Stock sold through Cowen under the Agreement and also has provided Cowen with indemnification and contribution rights. In addition, the Company has agreed to reimburse certain legal expenses and filing fees
incurred by Cowen up to a maximum of $60,000 in connection with the transactions contemplated by the Agreement.
The Company is not obligated to make any
sales of Common Stock under the Agreement. The offering of the Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement, or (ii) termination of the Agreement in
accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of
the 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.
The Common Stock will
be offered and sold pursuant to the Companys shelf registration statement on Form S-3 (File No. 333-206324) filed by the Company with the U.S. Securities and Exchange Commission (the SEC) on August 12, 2015. On July 3,
2017, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of the Common Stock pursuant to the Agreement (the Prospectus Supplement).
The legal opinion of Cooley LLP relating to the Common Stock being offered pursuant to the Agreement is filed as Exhibit 5.1 to this Current Report on Form
8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor
shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 8.01 Other Events.
The Prospectus Supplement
contains an updated description of certain aspects of the Companys business. Accordingly, the Company is filing this information with this Current Report on Form 8-K for the purpose of updating the description of certain aspects of its
business from the disclosure contained in the Companys prior filings with the SEC, including the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 7, 2017. The
updated disclosures are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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1.1
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Sales Agreement, dated July 3, 2017, by and between Immune Design Corp. and Cowen and Company, LLC.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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99.1
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Updated Business Disclosure.
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SIGNATURE
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.
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IMMUNE DESIGN CORP.
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By:
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/s/ Carlos Paya, M.D., Ph.D.
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Carlos Paya, M.D., Ph.D.
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President and Chief Executive Officer
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Dated: July 3, 2017
EXHIBIT INDEX
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Exhibit No.
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Description
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1.1
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Sales Agreement, dated July 3, 2017, by and between Immune Design Corp. and Cowen and Company, LLC.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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99.1
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Updated Business Disclosure.
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