) entered into a Sales Agreement (the
) with Barclays Capital Inc. (
) pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $52.0 million of shares of its common stock (the
) through Barclays, as sales agent. Sales of the Shares, if any, will be made under the Companys previously filed and currently effective Registration Statement on FormS-3 (Reg. No.333-197414), by means of ordinary brokers transactions on The NASDAQ Global Market or otherwise. Additionally, under the terms of the Sales Agreement, the Shares may be sold at market prices, at negotiated prices or a t prices related to the prevailing market price. Barclays will use reasonable efforts to sell the Shares from time to time, based upon the Companys instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any shares of its common stock pursuant to the Sales Agreement. The Company will pay Barclays a commission of 2.75% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide Barclays with customary indemnification rights. The offering of the Shares will terminate upon the earliest of (a)the sale of all of the Shares or (b)the termination of the Sales Agreement by the Company or Barclays.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit10.1 to this Current Report on Form8-K and is incorporated herein by reference.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated October 16, 2015, regarding the validity of the shares of common stock to be issued and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Loan and Security Agreement
On October 16, 2015, the Company and Vet Therapeutics, Inc. (
and together with the Company, the
) entered into a Loan and Security Agreement (the
) with Pacific Western Bank (
Pacific Western Bank
) as collateral agent (
) and a lender and Oxford Finance LLC (
and together with Pacific Western Bank, the
) as a lender, pursuant to which the Lenders agreed to make available to the Borrowers term loans in an aggregate principal amount up to $35.0 million (the
), and a revolving credit facility in an aggregate principal amount up to $5.0 million (the
and together with the Term Loan, the
), subject to certain conditions...