Current Report Filing (8-k)
13 Januar 2020 - 3:21PM
Edgar (US Regulatory)
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 13, 2020
APTINYX INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38535
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47-4626057
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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909 Davis Street, Suite 600
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Evanston, IL
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60201
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(Address of principal executive offices)
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(Zip code)
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(847) 871-0377
(Registrant’s
telephone number, including area code)
Not Applicable
(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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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APTX
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The Nasdaq Global Select Market
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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).
Emerging growth company x
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. ¨
On January 10, 2020, Aptinyx Inc. (the “Company”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as representative
of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”)
of 10,166,666 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a price
to the public of $3.00 per share. The Company has also granted the Underwriters a 30-day option to purchase up to an
additional 1,525,000 shares of Common Stock, which the Underwriters exercised in full on January 10, 2020. The net proceeds to
the Company from the Offering, including the net proceeds from the option exercise, will be approximately $33.3 million, after
deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering
is expected to close on January 14, 2020, subject to the satisfaction of customary closing conditions.
The foregoing is only a brief description of the terms of the
Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder,
and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report
on Form 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance
and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
On January 9, 2020, the Company issued a press release announcing
the launch of the Offering, and on January 10, 2020, the Company issued a press release announcing the pricing of the Offering.
Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
* * *
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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Aptinyx Inc.
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Date: January 13, 2020
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By:
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/s/ Norbert G. Riedel
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Norbert G. Riedel
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President and Chief Executive Officer
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