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): November 24, 2014
RECEPTOS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35900 |
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26-4190792 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Address, including zip code, and telephone number,
including
area code, of registrants principal executive offices)
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:
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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)) |
Item 8.01. Other Events
On November 24, 2014, Receptos, Inc. issued a press release entitled Receptos Announces Full Exercise of Underwriters Option to Purchase Additional Shares and Completion of Underwritten
Public Offering of Common Stock, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Receptos, Inc. dated November 24, 2014. |
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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.
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Date: November 24, 2014 |
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RECEPTOS, INC. |
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By: |
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/s/ Christian Waage Christian Waage Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Receptos, Inc. dated November 24, 2014. |
Exhibit 99.1
Receptos Announces Full Exercise
of Underwriters Option to Purchase Additional Shares and
Completion of Underwritten
Public Offering of Common Stock
SAN DIEGO, November 24, 2014 - Receptos, Inc.
(Nasdaq: RCPT), a biopharmaceutical company developing therapeutic candidates for the treatment of immune and metabolic diseases, announced today the completion of the previously announced underwritten public offering of an aggregate of 4,140,00
shares of its common stock at a price to the public of $100.00 per share, which included 540,000 shares of its common stock sold pursuant to the full exercise of the option to purchase additional shares previously granted to the underwriters. The
aggregate gross proceeds to Receptos from this offering were $414.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses. All of the shares of common stock in the offering were sold by Receptos.
Receptos intends to use the net proceeds received from this offering to fund continued development of its product candidate RPC1063 in
ongoing and planned clinical trials for Relapsing Multiple Sclerosis, Ulcerative Colitis and Crohns Disease, continued development of its in-licensed product candidate RPC4046 in an ongoing clinical trial for Eosinophilic Esophagitis, ongoing
preclinical and research programs, and working capital and other general corporate purposes.
Credit Suisse Securities (USA) LLC and Leerink
Partners LLC acted as joint lead book-running managers for the offering. Evercore Group L.L.C. and BMO Capital Markets Corp. acted as book-running managers. Wedbush PacGrow Life Sciences and Nomura Securities International, Inc. acted as
co-managers.
The offering was made pursuant to a shelf registration statement on Form S-3 ASR that was filed by Receptos with the
Securities and Exchange Commission (SEC) and became effective on July 16, 2014. The offering was made only by means of a prospectus supplement and an accompanying prospectus. Copies of the final prospectus supplement and the accompanying
prospectus relating to and describing the terms of the offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, Telephone: (800) 221-1037, Email:
newyork.prospectus@credit-suisse.com; from Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, Telephone: (800) 808-7525, Email: syndicate@leerink.com; from Evercore Group L.L.C., Attention:
Equity Capital Markets, 55 East 52nd Street, New York, NY 10055, Telephone: (877) 993-2673, Email: ecm@evercore.com; or from BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, New York, NY 10036, Telephone:
(800) 414-3627, Email: bmoprospectus@bmo.com.
This press release shall not constitute an offer to sell or the solicitation of an
offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Receptos
Receptos is a biopharmaceutical company developing therapeutic candidates for the treatment of immune and metabolic diseases. The Companys lead program, RPC1063, is a sphingosine 1-phosphate 1
receptor (S1P1R) small molecule modulator candidate for immune indications, including relapsing multiple sclerosis (RMS) and inflammatory bowel disease (IBD). The Company is also developing RPC4046, an anti-interleukin-13 (IL-13) antibody for an
allergic/immune-mediated orphan disease, eosinophilic esophagitis (EoE). Patents supporting RPC1063 were exclusively licensed to Receptos from The Scripps Research Institute (TSRI).
Forward Looking Statements
Statements contained in this release, other than statements
of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words expects, believes, anticipates, may,
intends, plans, potential, will and similar expressions are intended to identify forward-looking statements. These forward-looking statements do not constitute guarantees of future performance.
Investors are cautioned that statements regarding the expected use of the net proceeds from the offering and the development and future potential of the Companys product candidates are forward-looking statements. Such forward-looking
statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements are based upon the Companys current expectations and involve
assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which
include without limitation risks associated with market conditions, unexpected cash requirements and changes in the Companys business plan, and the process of discovering, developing and commercializing drug candidates that are safe and
effective for use as human therapeutics. These and other risks regarding the Companys financial position and research and development programs are described in detail in the Companys SEC filings, including the Companys Annual
Report on Form 10-K for the year ended December 31, 2013, the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and the Registration Statement on Form S-3 ASR (File No. 333-197464) for the public
offering. All forward-looking statements contained in this release speak only as of the date on which they were first made by the Company, and the Company undertakes no obligation to update such statements to reflect events that occur or
circumstances that exist after such date.
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Media and Investor Contact:
Graham K. Cooper
Chief Financial Officer, Receptos
(858) 652-5708
gcooper@receptos.com
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