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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Edgewise Therapeutics Inc | NASDAQ:EWTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.33 | 1.79% | 18.75 | 16.19 | 20.43 | 18.94 | 18.26 | 18.58 | 1,131,045 | 01:00:00 |
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):
June 15, 2023
Edgewise Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-40236 | 82-1725586 | ||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS
Employer Identification No.) |
1715 38th St.
Boulder, CO 80301
(Address of principal executive offices) (Zip Code)
(720) 262-7002
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | EWTX | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2023, Edgewise Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA Securities”) under which the Company may offer and sell shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having aggregate sales proceeds of up to $125,000,000 (the “Shares”), from time to time, through an “at the market offering” program under which BofA Securities will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of the Shares, including the number or dollar value of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, BofA Securities may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. BofA Securities agreed to use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market LLC. The Sales Agreement may be terminated by the Company upon ten days’ notice to BofA Securities for any reason or by BofA Securities upon ten days’ notice to the Company for any reason, or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.
The Sales Agreement provides that BofA Securities will be entitled to compensation for its services in an amount up to 3.0% of the gross proceeds of all Shares sold under the Sales Agreement. The Company has no obligation to sell any Shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264083), filed with the Securities and Exchange Commission on April 1, 2022 (the “Registration Statement”) and declared effective on May 5, 2022. On June 16, 2023, the Company filed a prospectus supplement with the Commission in connection with the offer and sale of the Shares pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the Common Stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on April 1, 2022, the Company entered into a Sales Agreement (the “Prior Sales Agreement”) with Cowen and Company, LLC (“Cowen”), as agent, pursuant to which the Company was permitted to issue and sell shares of its Common Stock, having an aggregate offering price of up to $125,000,000 (the “Placement Shares”), from time to time through Cowen.
In connection with the Company’s entry into the Sales Agreement, on June 15, 2023, the Company delivered written notice to Cowen to terminate the Prior Sales Agreement pursuant to Section 11(b) thereof. Prior to termination, the Company had not sold any Placement Shares under the Prior Sales Agreement.
A copy of the Prior Sales Agreement was filed as Exhibit 1.2 to the Registration Statement. The description of the Prior Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Prior Sales Agreement filed as Exhibit 1.2 to the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Exhibit Description | |
1.1 | Sales Agreement, dated June 16, 2023, by and between Edgewise Therapeutics, Inc. and BofA Securities, Inc. | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included with the opinion filed as Exhibit 5.1) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Edgewise Therapeutics, Inc. | ||
Date: June 16, 2023 | By: | /s/ Kevin Koch |
Name: | Kevin Koch | |
Title: | President, Chief Executive Officer and Director |
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