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): October 16, 2014
CEMPRA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35405 | 45-4440364 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) | ||
| 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC | 27517 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (919) 313-6601
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:
| ¨ | 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 1.01. Entry into a Material Definitive Agreement.
On October 16, 2014, we entered into an amendment to our existing Sales Agreement with Cowen and Company, LLC, or Cowen, pursuant to which we increased the amount of common stock we may issue and sell from $25,000,000 to $50,000,000 from time to time through Cowen acting as agent and/or principal. Sales of our common stock through Cowen, if any, will be made on the NASDAQ Global Select Market by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by Cowen and us. Cowen will use its commercially reasonable efforts to sell our common stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cowen a commission rate of 3.0% of the gross sales price per share of any common stock sold through Cowen as agent under the Sales Agreement. We also have provided Cowen with customary indemnification rights.
The foregoing description of the amendment to the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the amendment to the Sales Agreement into our shelf registration statement on Form S-3 (File No. 333-192754) previously filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit No. | Description | |
| 1.1 | Amendment No. 2, dated October 16, 2014, to Sales Agreement, dated March 8, 2013, as amended on December 10, 2013, between Cempra, Inc. and Cowen and Company, LLC. | |
| 5.1 | Opinion of Wyrick Robbins Yates & Ponton LLP. | |
| 23.1 | Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1). | |
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.
| CEMPRA, INC. | ||||||
| Date: October 17, 2014 | /s/ Mark W. Hahn | |||||
| Mark W. Hahn, Chief Financial Officer | ||||||