Item 8.01 Other Events.
On October 19, 2016, Puma Biotechnology, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Citigroup Global
Markets Inc. and J.P. Morgan Securities LLC, as representatives of the
underwriters named therein (the "Underwriters"), in connection with the public
offering, issuance and sale by the Company of 3,750,000 shares of the Company's
common stock, par value $0.0001 per share, at the public offering price of
$40.00 per share, less underwriting discounts and commissions, pursuant to an
effective registration statement on Form S-3 (File No. 333-201603) and a related
prospectus supplement filed with the Securities and Exchange Commission. Under
the terms of the Underwriting Agreement, the Company also granted the
Underwriters an option exercisable for 30 days to purchase up to an additional
562,500 shares of its common stock at the public offering price, less
underwriting discounts and commissions. On October 20, 2016, the Underwriters
exercised their option to purchase additional shares in full.
The Company expects to receive net proceeds from the offering of approximately
$161.8 million, after deducting underwriting discounts and commissions and
estimated offering expenses. The Company intends to use the net proceeds of the
offering for the overall development of its drug candidates, including, but not
limited to, research and development and clinical trial expenditures,
pre-commercialization activities and general corporate and working capital
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The offering is expected to close on or about
October 25, 2016.
The above description of the Underwriting Agreement is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is
filed as Exhibit 1.1 hereto and is incorporated herein by reference. Latham &
Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated
October 21, 2016, regarding the validity of the shares of common stock to be
issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated October 19, 2016, between the Company and
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as
representatives of the several Underwriters
5.1 Opinion of Latham & Watkins LLP
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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