Item 1.01.
Entry into a Material Definitive Agreement.
On January 25, 2018, Strongbridge Biopharma plc (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Cantor Fitzgerald & Co., as representative of the several underwriters named in Schedule A thereto (the Underwriters), relating to the public offering (the Offering) of 5,000,000 ordinary shares of the Company, $0.01 par value per share, at a price to the public of $6.75 per share. Under the terms of the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares. The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $31.6 million. The Company intends to use the net proceeds from the offering for investment in commercial infrastructure for Keveyis and Macrilen, continued development of Recorlev and veldoreotide, commercialization expenditures, and for other general corporate purposes, which may include working capital, capital expenditures, acquisition of additional technologies or other forms of intellectual property, acquisition of assets or businesses that are complementary to its existing business, and general and administrative expenses.
The ordinary shares are being offered and sold pursuant to the Companys shelf registration statement on Form F-3 (File No. 333-217555) (the Registration Statement), which was declared effective by the SEC on May 8, 2017, as supplemented by a preliminary prospectus supplement, dated January 23, 2018, and a final prospectus supplement, dated January 25, 2018, filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The Company and all of the Companys directors and executive officers have also agreed not to sell or transfer any ordinary shares held by them for a period of 90 days from January 25, 2018 without first obtaining the written consent of the Underwriters, subject to certain exceptions.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. The Underwriting Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Underwriting Agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Companys filings with the SEC.