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): January 20, 2011
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33734
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94-3200380 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 4939 Directors Place
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92121 |
| San Diego, California
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(Zip Code) |
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Registrant’s telephone number, including area code: (858) 652-6500
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)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On January 20, 2011, Ardea Biosciences, Inc. (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Jefferies & Company, Inc., as representatives of the several underwriters named therein (the
“Underwriters”), relating to the issuance and sale of 2,750,000 shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), including 577,400 shares of Common Stock
sold to entities affiliated with two of the Company’s directors and principal stockholders. In
addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 412,500 shares of Common Stock to cover
overallotments, if any. The price to the public in this offering is $26.00 per share. The net
proceeds to the Company from the sale of 2,750,000 shares in this offering are expected to be
approximately $67.8 million, after deducting the underwriting discount and other estimated offering
expenses payable by the Company. The offering is expected to close on or about January 25, 2011,
subject to customary closing conditions.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3
(Registration Statement No. 333-170105) previously filed with and declared effective by the
Securities and Exchange Commission and a prospectus supplement thereunder. The Underwriting
Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the
Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the
opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the
offering is attached as Exhibit 5.1 hereto.
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 representations,
warranties and covenants contained in the Underwriting Agreement were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the contracting parties.
On January 20, 2011, the Company issued a press release announcing the pricing of the offering. A
copy of this press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
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Exhibit
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Document Description |
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1.1
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Underwriting Agreement, dated January 20, 2011. |
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5.1
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Opinion of Cooley LLP. |
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1). |
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99.1
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Press release dated January 20, 2011. |
Forward-Looking Statements
Statements contained in this report regarding matters that are not historical facts are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Because such statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements. Such statements
include, but are not limited to, statements regarding the Company’s expectations with respect to
the completion and timing of its public offering. Risks that contribute to the uncertain nature of
the forward-looking statements include, among others, risks associated with market conditions and
the satisfaction of customary closing conditions related to the offering, as well as risks related
to the outcome of preclinical and clinical studies, risks related to regulatory approvals, delays
in commencement of preclinical and clinical studies, costs associated with our drug discovery and
development programs, and risks related to the outcome of our business development activities,
including collaboration or license agreements. These and other risks and uncertainties are
described more fully under the headings “Risk Factors” in the Company’s most recently filed
documents with the Securities and Exchange Commission, including its Annual Report on Form 10-K and
its Quarterly Reports on Form 10-Q, as well as in the preliminary prospectus supplement related to
the public offering filed with the SEC. All forward-looking statements contained in this press
release speak only as of the date on which they were made. The Company undertakes no obligation
to update such statements to reflect events that occur or circumstances that exist after the date
on which they were made.