| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 11, 2019, BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Broadfin Healthcare Master Fund, Ltd. (the “Selling Stockholder”) and Cantor Fitzgerald & Co. and SunTrust Robinson Humphrey, Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), related to a public offering (the “Offering”) by the Company and the Selling Stockholder of 12,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a public offering price of $5.00 per share (the “Offering Price”) of which 10,000,000 are being offered and sold by the Company. The net proceeds to the Company, after deducting the underwriting discount and estimated expenses associated with the Offering, are expected to be approximately $47.5 million. The Selling Stockholder has granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,800,000 shares of common stock at the public offering price, less the underwriting discount and commissions. The Company will not receive any proceeds from a sale of the shares by the Selling Stockholder. The closing of the Offering is expected to occur on or about April 15, 2019, subject to the satisfaction of customary closing conditions.
The Common Stock is being offered and sold pursuant to a prospectus dated January 18, 2019 and a prospectus supplement dated April 11, 2019, in connection with a takedown from the Company’s shelf registration statementon Form S-3 (Registration No. 333-228292) (as amended, the “Registration Statement”), which became effective on February 7, 2019.
The Underwriting Agreement contains customary representations, warranties, covenants, conditions to closing, indemnification and other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is included as Exhibit 1.1 to this Current Report onForm 8-K and incorporated by reference herein.
The Underwriting Agreement has been filed with this Current Report onForm 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the shares issued in the Offering, is filed as Exhibit 5.1 to this Current Report onForm 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
