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): December 19, 2016
CONATUS PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36003 | 20-3183915 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 16745 West Bernardo Drive, Suite 200 | |
| San Diego, CA | 92127 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 376-2600
(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)) |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On December 19, 2016, Conatus Pharmaceuticals Inc. (the “Company”) provided written notice to MLV & Co. LLC (“MLV”) of termination of the parties’ At Market Issuance Sales Agreement dated August 14, 2014 (the “Sales Agreement”). Under the Sales Agreement, the Company could sell from time to time, at its option, up to an aggregate of $50.0 million of shares of its common stock through MLV, as sales agent. The termination will become effective ten days after the Company’s written notice to MLV, or December 29, 2016.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the complete text of the Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on August 14, 2014 (No. 333-198142).
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.
| Date: December 19, 2016 | CONATUS PHARMACEUTICALS INC. | |||
| By: | /s/ Charles J. Cashion | |||
| Name: | Charles J. Cashion | |||
| Title: | Senior Vice President, Finance, | |||
| Chief Financial Officer and Secretary | ||||