Current Report Filing (8-k)
14 Dezember 2020 - 10:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): December 10, 2020
____________________________
AVID
BIOSERVICES, INC.
(Exact name of registrant as
specified in its charter)
Delaware
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001-32839
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95-3698422
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(State of other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS
Employer Identification No.)
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2642 Michelle Drive, Suite
200, Tustin, California 92780
(Address of Principal Executive
Offices)
Registrant’s telephone
number, including area code: (714) 508-6100
_________________________________________________________
(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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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o
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Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.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))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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CDMO
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The NASDAQ Stock Market LLC
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10.50% Series E Convertible Preferred Stock, $0.001 par value per share
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CDMOP
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The NASDAQ Stock Market LLC
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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).
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o
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Emerging growth company
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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. o
Item 1.01 Entry into a Material Definitive Agreement
On December 10, 2020,
Avid Bioservices, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with RBC Capital Markets, LLC, as representative of the several underwriters listed on Exhibit A thereto (the “Underwriters”),
relating to the issuance and sale in an underwritten public offering (the “Offering”) of 3,333,335 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”). The public offering price was $9.00 per share of Common
Stock and the Underwriters agreed to purchase the Common Stock pursuant to the Underwriting Agreement, subject to a customary underwriter’s
discount of 6%, at a price of $8.46 per share. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters
an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to
purchase up to an additional 500,000 shares of Common Stock, which option was exercised in full prior to the closing of the Offering.
The Offering closed on December 14, 2020, and the Company issued and sold an aggregate of 3,833,335 shares of Common Stock, which
includes the shares issued pursuant to the full exercise of the Underwriters’ option to purchase additional shares as described
above.
The Offering was made
pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration Statement No. 333-222548)
filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2018 and declared effective by the SEC
on January 25, 2018, the accompanying prospectus contained therein, and preliminary and final prospectus supplements filed with
the SEC in connection with the Company’s takedown relating to the Offering. A copy of the opinion of K&L Gates LLP relating
to the legality of the issuance and sale of the shares of Common Stock in the Offering is attached as Exhibit 5.1 hereto.
The
net proceeds from the Offering, including from the exercise by the Underwriters of their option to purchase additional shares as
described above, were approximately $32.1 million, after deducting underwriting discounts and commissions and other estimated Offering
expenses payable by the Company.
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 (the “Securities
Act”), other obligations of the parties and termination provisions. In addition, subject to certain exceptions, the Company,
its directors and executive officers agreed not to sell or otherwise dispose of any Common Stock for a period ending 90 days after
the date of the Underwriting Agreement without first obtaining the written consent of RBC Capital Markets, LLC.
The foregoing description
of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to, the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 9, 2020,
December 10, 2020 and December 14, 2020, the Company issued press releases announcing that it had launched, priced and closed the
Offering, respectively. Copies of the press releases are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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23.1
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Consent of K&L Gates LLP (included in Opinion of K&L
Gates LLP filed as Exhibit 5.1)
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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.
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AVID BIOSERVICES, INC.
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Date: December 14, 2020
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By:
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/s/ Daniel R. Hart
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Daniel R. Hart
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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Number
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Description
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1.1
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Underwriting Agreement, dated December 10, 2020, between Avid Bioservices, Inc. and RBC Capital Markets, LLC.
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5.1
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Opinion of K&L Gates LLP
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23.1
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Consent of K&L Gates LLP (included in Opinion of K&L
Gates LLP filed as Exhibit 5.1)
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99.1
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Press Release of Avid Bioservices, Inc., dated December 9, 2020.
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99.2
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Press Release of Avid Bioservices, Inc., dated December 10, 2020.
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99.3
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Press Release of Avid Bioservices, Inc., dated December 14, 2020.
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