ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 9, 2015, La Jolla Pharmaceutical Company ("We," "La Jolla" or the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with Jefferies LLC and Cowen and Company, LLC, as representatives of the several
underwriters (the "Underwriters"), pursuant to which we agreed to issue and sell
an aggregate of 2,932,500 shares, including 382,500 shares to be sold pursuant
to the exercise by the Underwriters of the option we granted the Underwriters to
purchase such shares, of our common stock (the "Shares") to the Underwriters
(the "Offering"). The Shares were sold at a public offering price of $38.00 per
Share, and were purchased by the Underwriters from us at a price of $35.72 per
Share. On September 11, 2015, the underwriters exercised their option to
purchase an additional 382,500 shares of our common stock.
We estimate that net proceeds we will receive from the Offering, including the
proceeds from the additional 382,500 shares that will be purchased by the
underwriters following the exercise of their option, will be approximately
$104.7 million, after deducting the Underwriters' discounts and commissions and
estimated offering expenses payable by us.
The Offering was made pursuant to La Jolla's effective registration statement on
Form S-3 (Registration No. 333-197092), which was previously filed with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act"), and was declared effective, a related
automatically effective registration statement filed with the SEC pursuant to
Rule 462(b) of the Securities Act (File No. 333-206855), and a prospectus
supplement filed with the SEC.
The Offering closed on September 15, 2015. In the Underwriting Agreement, the
Company agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act or to contribute to payments that
the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of
the securities issued in the Offering is filed herewith as Exhibit 5.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
1.1 Underwriting Agreement, dated September 9, 2015, among La Jolla
Pharmaceutical Company and Jefferies LLC and Cowen and Company, LLC,
as representatives of the several underwriters named therein
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1)
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