SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 14, 1998
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CUBIST PHARMACEUTICALS, INC
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-21379 22-3192085
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
24 Emily Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 576-1999
Item 5. Other Events.
On September 14, 1998, the Registrant announced that it has entered
into a definitive agreement with investors to raise approximately $13.7 million
through a private offering of shares of its common stock. The private offering
is described in the Registrant's press release dated September 14, 1998, a copy
of which is filed as Exhibit A to this Report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit A Press Release dated September 14, 1998.
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.
CUBIST PHARMACEUTICALS, INC.
By: /s/ Thomas A. Shea
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Thomas A. Shea
Senior Director of Finance and
Administration, Treasurer
Dated: September 14, 1998
Exhibit A
Contacts: Thomas A. Shea Noonan/Russo
Senior Director of Neil Cohen (media)
Finance & Administration (415) 439-4898
Cubist Pharmaceuticals, Inc. Barbara Lindheim (investor)
(617) 576-4155 (212) 696-4455 ext. 237
tshea@cubist.com
CUBIST PHARMACEUTICALS, INC. ANNOUNCES $ 13.7 MILLION PRIVATE PLACEMENT
Cambridge, MA, September 14, 1998 - Cubist Pharmaceuticals, Inc. (Nasdaq: CBST)
today announced that it has entered into a definitive agreement with investors
to raise approximately $13.7 million in a private placement of Cubist's Common
Stock to new and current shareholders. Pacific Growth Equities acted as the sole
placement agent.
The Company plans to use the proceeds of the private placement for its Phase
III clinical trials of daptomycin currently planned to begin, subject to FDA
approval, by the first quarter of 1999 and the development of its proprietary
genomic target validation and assay development VITA-TM- technology.
"It clearly represents the fact that capital remains available for promising
programs with planned near term deliverables," said Scott M. Rocklage, Ph.D.,
President & Chief Executive Officer of Cubist.
The Company will issue approximately 6.1 million Common Stock shares at $2.25
per share along with warrants exercisable for approximately an additional
3.0 million shares of Common Stock at an exercise price of $2.25 per share.
The securities sold in this private placement have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United
States in the absence of an effective registration statement or exemption
from registration requirements. The Company expects to file a registration
statement on Form S-3 within ten business days after the closing of the
transaction for purposes of registering the resale by the investors
participating in the transactions the shares of Common Stock acquired by
these investors.
Cubist Pharmaceuticals, Inc. is a biopharmaceutical company focused on the
research, development and commercialization of novel antimicrobial drugs to
combat emerging strains of drug resistant bacteria and fungi. Cubist is engaged
in strategic partnerships with Merck & Co., Inc. and Bristol-Myers Squibb for
the discovery and development of novel antiinfective products, and has formed
biotechnology alliances with ArQule, Inc., Genzyme Corporation, Neurogen
Corporation, Novalon Pharmaceutical Corporation and Pharmacopeia, Inc.
For additional information, visit the Company's Internet web site at
http://www.cubist.com
Cubist Safeharbor Statement
Statements contained herein that are not historical facts may be forward-looking
statements that are subject to a variety of risks and uncertainties. There are a
number of important factors that could cause actual results to differ materially
from those expressed in any forward-looking statements made by the Company.
These factors include, but are not limited to: (i) the Company's ability to
successfully complete product research and development, including pre-clinical
and clinical studies and commercialization; (ii) the Company's ability to obtain
required governmental approvals; (iii) the Company's ability to attract and/or
maintain manufacturing, sales, distribution and marketing partners; and (iv) the
Company's ability to develop and commercialize its products before its
competitors.