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):  September 19, 2017

 

NABRIVA THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

 

Ireland

 

001-37558

 

Not Applicable

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

25-28 North Wall Quay,
IFSC, Dublin 1, Ireland

 

Not Applicable

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (610) 816-6640

 

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):

 

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

 

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

 

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

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  x

 

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.  x

 

 

 


 

Item 1.01.              Entry into a Material Definitive Agreement.

 

Public Offering

 

On September 19, 2017, Nabriva Therapeutics plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of a group of underwriters named therein (the “Underwriters”), relating to an underwritten public offering of 9,411,765 ordinary shares (the “Underwritten Shares”), $0.01 nominal value per share (the “Ordinary Shares”). All of the Underwritten Shares are being sold by the Company. The offering price of the Underwritten Shares to the public is $8.50 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $7.99 per share (the “Purchase Price”). After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $73.3 million.  Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,411,764 Ordinary Shares (the “Option Shares” and, together with the Underwritten Shares, the “Shares”) at the Purchase Price.

 

The Underwritten Shares and any Option Shares will be issued pursuant to a shelf registration statement on Form S-3 that was originally filed with the Securities Exchange Commission (“SEC”) on July 28, 2017 and declared effective by the SEC on August 10, 2017 (File No. 333-219567). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on September 22, 2017, subject to customary closing conditions.

 

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

 

A copy of the legal opinion and consent of A&L Goodbody relating to the Shares is attached as Exhibit 5.1 hereto.

 

Item 8.01.              Other Events.

 

The full text of the press release announcing the proposed underwritten public offering on September 18, 2017 and the full text of the press release announcing the pricing of the underwritten public offering on September 19, 2017 are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

 

Description

1.1

 

Underwriting Agreement, dated September 19, 2017, by and among Nabriva Therapeutics plc and Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein

5.1

 

Opinion of A&L Goodbody

23.1

 

Consent of A&L Goodbody (included in Exhibit 5.1)

99.1

 

Press Release dated September 18, 2017

99.2

 

Press Release dated September 19, 2017

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NABRIVA THERAPEUTICS PLC

 

 

Date: September 20, 2017

By:

/s/ Colin Broom

 

 

Colin Broom

 

 

Chief Executive Officer

 

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