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): April 25, 2008
Nastech Pharmaceutical Company Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-13789
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11-2658569
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation)
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File Number)
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Identification No.)
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3830 Monte Villa Parkway, Bothell, WA 98021
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (425) 908-3600
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On March 7, 2008, Nastech Pharmaceutical Company Inc. (the Company) entered into a Placement
Agency Agreement (the Placement Agency Agreement) with Maxim Group LLC (the Placement Agent),
pursuant to which the Placement Agent agreed to act as the Companys placement agent in connection
with a registered direct offering by the Company (the Offering) of shares of the Companys common
stock, par value $0.006 per share (the Common Stock), and warrants to purchase shares of Common
Stock (Warrants). The shares of Common Stock and Warrants in the Offering are being offered by
the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with
the Securities and Exchange Commission (the SEC) on January 22, 2008 and was declared effective
on February 4, 2008 (File No. 333-148771) (the Registration Statement).
A copy of the Placement Agency Agreement, including the
exhibits thereto, is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In connection with the Offering,
the Company entered into a Securities Purchase Agreement,
dated April 25, 2008 (the Purchase Agreement), with certain purchasers identified on the
signature page thereto (Purchasers), pursuant to which the Company sold to the Purchasers
4,590,277 shares of Common Stock and 5,967,361 Warrants at a
negotiated purchase price of $1.728 per
share of Common Stock, for aggregate gross proceeds to the Company of
approximately $7,932,000. Warrants to purchase up to 4,590,277 shares
of Common Stock are
exercisable at an initial exercise price of $2.376 per whole share of Common Stock, which is subject
to adjustment, and are exercisable over a period of seven-years, beginning on October 25,
2008. Warrants to purchase up to 1,377,084 shares of Common Stock are
exercisable at an initial exercise price of $2.17 per whole share of
Common Stock, which is subject to adjustment, and are exercisable
over a period of 90 days, beginning on October 25, 2008.
A copy of the Purchase Agreement is attached
hereto as Exhibit 10.2 and is incorporated herein by reference, and a copy of the form of Warrant
is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
On April 25, 2008, the Company also entered into an Escrow Agreement (the Escrow Agreement)
with the Placement Agent and American Stock Transfer & Trust Company (AST), pursuant to
which AST will act as escrow agent to hold the funds of the Purchasers in connection with the
Offering in an escrow account to be held until jointly released by the Company and the Placement
Agent on the date that the Common Stock and Warrants are to be delivered to the Purchasers. A copy
of the Escrow Agreement is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
The Placement Agent will be paid a fee equal
to 7.0% of the aggregate gross proceeds raised in
the Offering, or approximately $555,240. The Placement Agent shall
also be issued warrants to
purchase up to 229,514 shares of Common Stock, which represents 5% of the aggregate number of shares of
Common Stock sold in the Offering.
The foregoing summaries of the Offering, the securities to be issued in connection therewith,
the Placement Agency Agreement, the Purchase Agreement, the Warrants and the Escrow Agreement do
not purport to be complete and are qualified in their entirety by reference to the definitive
transaction documents, copies of which are attached as exhibits to this Current Report on
Form 8-K
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Item 8.01 Other Events.
On April 25, 2008, the Company
announced that it entered into a Securities Purchase Agreement,
dated April 25, 2008, with certain purchasers identified on the signature page thereto, to sell
4,590,277 shares of its Common Stock and Warrants to purchase up to
5,967,361 shares of Common
Stock at a negotiated purchase price of $1.728 per share of Common Stock in a registered direct
offering (the Offering). The aggregate gross proceeds to the Company from the Offering, excluding
any proceeds resulting from the exercise of the Warrants, are
approximately $7,932,000, before deducting offering
fees and expenses. The Company intends