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): July 9, 2009
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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):
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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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2009, EPIX Pharmaceuticals, Inc. (the “Company”) entered into a
privately-negotiated Exchange Agreement with Citigroup Global Markets Inc. (“Citigroup”) to
purchase $2.896 million aggregate principal amount of the Company’s 3% Convertible Senior Notes due
2024 held by Citigroup (the “Citigroup Notes”), including accrued but unpaid interest on the
Citigroup Notes. The purchase price for the Citigroup Notes consisted of $521,280 in cash and
3,644,352 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
Also
on July 9, 2009, the Company entered into a privately-negotiated Note Purchase Agreement
with Loomis, Sayles & Company, L.P. (“Loomis”) to purchase $215,000 aggregate principal amount of
the Company’s 3% Convertible Senior Notes due 2024 held by Loomis (the “Loomis Notes”), including
accrued but unpaid interest on the Loomis Notes. The purchase price for the Loomis Notes consisted
of $74,413.65 in cash.
The Company consummated the purchase of the Citigroup Notes and Loomis Notes on July 9, 2009.
After consummation of the purchase of the Citigroup Notes and Loomis Notes, $50,000 aggregate
principal amount of the Company's 3% Convertible Senior Notes due
2024 remain outstanding.
The
issuance of the Common Stock to Citigroup in exchange for the
Citigroup Notes was made by the
Company pursuant to the exemption from the registration requirements of the Securities Act of 1933,
as amended, contained in Section 3(a)(9) thereunder on the basis that the transaction constituted
an exchange with an existing holder of the Company’s securities and no commission or other
remuneration outside the consideration under the Exchange Agreement was paid or given directly or
indirectly to any party for soliciting such exchange.
The foregoing is a summary of the terms of the Exchange Agreement and the Note Purchase
Agreement and does not purport to be complete and is qualified in its entirety by reference to the
full text of the agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 1.02 Termination of a Material Definitive Agreement.
On July 9, 2009, the Company issued notice to Kingsbridge Capital Limited (“Kingsbridge”) to
terminate, effective July 10, 2009, its Committed Equity Financing Facility (the “CEFF”) with
Kingsbridge. The CEFF, which was entered into pursuant to the Common Stock Purchase Agreement by
and between Kingsbridge and the Company, dated as of August 4, 2008, provided for a three-year
commitment by Kingsbridge to purchase up to approximately 8.3 million newly-issued shares of the
Company’s Common Stock in tranches that would be issued and priced at a discount ranging from 6% to
12% depending on the volume-weighted average price of the
Company’s Common Stock during an
eight-day pricing period. As conditions to any draw-down under the CEFF by the Company, however,
the closing price of the Company’s Common Stock was required be at least $1.25 per share and the
Common Stock was required to be listed on The NASDAQ Stock Market or another specified national
securities exchange, in each case, on the day before the commencement
of the draw-down. The
Company’s Common Stock was delisted from the NASDAQ Capital Market on May 14, 2009. Prior to
termination, the Company conducted one draw-down under the CEFF, in September 2008, pursuant to
which the Company issued to Kingsbridge 94,627 shares of Common Stock at an aggregate purchase
price of $113,750.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the
issuance of the Common Stock to Citigroup is incorporated by reference in response to this Item
3.02.
Item 8.01 Other Events.
Following stockholder approval at the Company’s 2009 Annual Meeting of Stockholders, on July
9, 2009, the Company filed a Certificate of Amendment (the “Amendment”) to its Restated Certificate
of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to
200,000,000. A copy of the Amendment is attached as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits.
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3.1 |
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Certificate of Amendment to Restated Certificate of Incorporation
of the Company. |
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10.1 |
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Exchange Agreement between the Company and Citigroup Global
Markets Inc. dated July 9, 2009. |
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10.2 |
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Note Purchase Agreement between the Company and Loomis, Sayles &
Company, L.P. dated July 9, 2009. |