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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chimerix Inc | NASDAQ:CMRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.026 | 2.73% | 0.9789 | 0.95 | 0.988 | 720 | 13:58:27 |
Delaware
|
33-0903395
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Michael Andriole
Chief Financial Officer and Chief Business Officer
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(919) 806-1074
|
Jason L. Kent, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
|
Large accelerated filer
¨
|
Accelerated filer
x
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
|
Emerging growth company
¨
|
|
|
Proposed
|
|
|
Title of Each Class
|
|
Maximum
|
Proposed Maximum
|
|
of Securities to
|
Amount to be
|
Offering
|
Aggregate
|
Amount of
|
be Registered
|
Registered (1)
|
Price per Share
|
Offering Price
|
Registration Fee
|
Common Stock (par value $0.001 per share) issuable as Inducement Awards
|
1,750,000 shares (2)
|
$2.09 (3)
|
$3,657,500.00 (3)
|
$443.29
|
(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “
Securities Act
”), this registration statement shall also cover any additional shares of the Registrant’s common stock that may become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.
|
(3)
|
This estimate is made pursuant to Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the exercise price for the Registrant's common stock subject to such inducement awards.
|
ITEM 1.
|
PLAN INFORMATION.
|
ITEM 2.
|
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
ITEM 4.
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DESCRIPTION OF SECURITIES.
|
ITEM 5.
|
INTERESTS OF NAMED EXPERTS AND COUNSEL.
|
ITEM 6.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
|
•
|
transaction from which the director derives an improper personal benefit;
|
•
|
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payment of dividends or redemption of shares; or
|
•
|
breach of a director’s duty of loyalty to the corporation or its stockholders.
|
ITEM 7.
|
EXEMPTION FROM REGISTRATION CLAIMED.
|
Item 8.
|
Exhibits.
|
Exhibits:
|
Description
|
|
||
3.1
|
|
|||
3.2
|
|
|||
4.1
|
|
|||
4.2
|
|
|||
5.1
|
|
|||
23.1
|
|
|||
23.2
|
|
|||
24.1
|
|
|||
99.1
|
|
|||
99.2
|
|
(1)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on April 16, 2013.
|
(2)
|
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 333-187145), filed on March 8, 2013, as amended.
|
(3)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 23, 2014.
|
(4)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed on August 8, 2019.
|
ITEM 9.
|
UNDERTAKINGS.
|
(a)
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
|
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(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
By:
/s/ Michael Sherman
|
Michael Sherman
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Michael Sherman
Michael Sherman
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
August 8, 2019
|
|
|
|
/s/ Michael Andriole
Michael Andriole
|
Chief Financial Officer and Chief Business Officer
(Principal Financial Officer)
|
August 8, 2019
|
|
|
|
/s/ David Jakeman
David Jakeman
|
Executive Director of Finance and Accounting
(Principal Accounting Officer) |
August 8, 2019
|
|
|
|
/s/ Martha J. Demski
Martha J. Demski
|
Chair of the Board of Directors
|
August 8, 2019
|
|
|
|
/s/ James M. Daly
James M. Daly
|
Member of the Board of Directors
|
August 8, 2019
|
|
|
|
/s/ Catherine L. Gilliss
Catherine L. Gilliss, Ph.D., RN, FAAN
|
Member of the Board of Directors
|
August 8, 2019
|
|
|
|
/s/ Edward F. Greissing Jr.
Edward F. Greissing Jr.
|
Member of the Board of Directors
|
August 8, 2019
|
|
|
|
/s/ Patrick Machado
Patrick Machado
|
Member of the Board of Directors
|
August 8, 2019
|
|
|
|
/s/ Robert J. Meyer
Robert J. Meyer
|
Member of the Board of Directors
|
August 8, 2019
|
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