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Form 8-K

 

 

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) June 1, 2012

 

 

ACELRX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

 

 

 

DELAWARE   001-35068   41-2193603
(State of incorporation)  

(Commission

File No.)

  

(IRS Employer

Identification No.)

351 Galveston Drive

Redwood City, CA 94063

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 216-3500

 

 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.02. Unregistered Sales of Equity Securities.

On June 1, 2012 (the “Issuance Date”), AcelRx Pharmaceuticals, Inc. (“AcelRx”) issued an aggregate of 2,922,337 shares of common stock and warrants to purchase up to 2,630,103 shares of common stock for aggregate gross proceeds of approximately $10.0 million (the “Private Placement”). The Private Placement was issued and sold pursuant to a Securities Purchase Agreement, dated May 29, 2012, between AcelRx and certain purchasers, including certain entities affiliated with Mark Wan and Stephen J. Hoffman, members of AcelRx’s board of directors. The per unit purchase price of a share of common stock and a warrant to purchase 0.9 of a share of common stock was (i) $3.40 for non-affiliated purchasers and (ii) $3.5125 for affiliated purchasers. The warrants become exercisable six months from the Issuance Date, at an exercise price of $3.40 per share. Cowen and Company, LLC served as lead placement agent and JMP Securities served as co-placement agent in the Private Placement.

The issuance was made in reliance on Rule 506 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and was made without general solicitation or advertising. Each Purchaser represented that it is an accredited investor with access to information about AcelRx sufficient to evaluate the investment and that the common stock and warrants were being acquired without a view to distribution or resale in violation of the Securities Act. A Form D filing will be made in accordance with the requirements of Regulation D. In connection with the Private Placement, AcelRx has agreed to file within 30 days of the Issuance Date one or more registration statements registering for resale the shares of common stock and shares of common stock issuable upon exercise of the warrants sold in the Private Placement. The securities offered have not been registered under the Securities Act, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

   

Description

  4.8    Form of Warrant. (1)
10.23    Form of Securities Purchase Agreement, dated May 29, 2012. (1)
99.1    Press Release dated June 4, 2012.

 

(1) Filed as an exhibit to AcelRx’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2012 and incorporated herein by reference.

SIGNATURE

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.

 

Date: June 1, 2012    
    ACELRX PHARMACEUTICALS, INC.
  By:  

/s/ James H. Welch

  Name:   James H. Welch
  Title:   Chief Financial Officer

INDEX TO EXHIBITS

 

Exhibit No.

   

Description

  4.8    Form of Warrant. (1)
10.23    Form of Securities Purchase Agreement, dated May 29, 2012. (1)
99.1    Press Release dated June 4, 2012.

 

(1) Filed as an exhibit to AcelRx’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2012 and incorporated herein by reference.
Press Release

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

AcelRx Pharmaceuticals Completes Private Placement of $10.0 Million

REDWOOD CITY, Calif., June 4, 2012 - AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of acute and breakthrough pain, announced today that it completed its previously announced private placement of common stock and warrants to purchase common stock on June 1, 2012. Gross proceeds from the offering were approximately $10.0 million. Proceeds from the private placement are expected to be used for general corporate and working capital purposes, including the development of the ARX-01 Sufentanil NanoTab PCA System, AcelRx’s lead product candidate for the treatment of post-operative pain.

AcelRx issued an aggregate of 2,922,337 newly-issued shares of common stock and warrants to purchase up to 2,630,103 additional shares of common stock. The financing included certain affiliated investors, and several new investors. Cowen and Company, LLC served as lead placement agent and JMP Securities served as co-placement agent for the transaction. In connection with the private placement, AcelRx has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the resale of shares of common stock, including shares of common stock underlying the warrants, within 30 days after the closing. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act.

This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities. For additional information, please refer to AcelRx’s current report on Form 8-K to be filed with the Securities and Exchange Commission with respect to the private placement.

About AcelRx Pharmaceuticals

AcelRx Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of acute and breakthrough pain. AcelRx’s lead product candidate, the ARX-01 Sufentanil NanoTab PCA System, which is currently in Phase 3 clinical development, is designed to solve the problems associated with post-operative intravenous patient-controlled analgesia which has been shown to cause harm to patients following surgery because of the side effects of morphine, the invasive IV route of delivery and the inherent potential for programming and delivery errors associated with the complexity of infusion pumps. AcelRx has two additional product candidates which have completed Phase 2 clinical development: ARX-02 for the treatment of cancer breakthrough pain, and ARX-03 for mild sedation, anxiety reduction and pain relief for patients undergoing painful procedures in a physician’s office. A fourth product candidate, ARX-04, is a sufentanil product for the treatment of moderate-to-severe acute pain, and AcelRx plans to initiate a Phase 2 study funded by a grant from USAMRMC, contingent on approval of the proposed clinical protocol for the study by USAMRMC. For additional information about AcelRx’s innovative programs please visit www.acelrx.com.

Forward-Looking Statements

Any forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include all statements relating to the anticipated closing, and proposed use of proceeds, of the private placement, increase in shareholder value, access to investment capital, and the growth of AcelRx’s overall business, as well as other statements that can be identified by the use of forward-looking language, such as “believes,” “feels,” “expects,” “may,” “will,” “should,” “seeks,” “plans,” “anticipates,” or “intends” or the negative of those terms, or by discussions of strategy or intentions. Investors are cautioned that all forward-looking statements involve risk and uncertainties, including without limitation: risks related to the satisfaction of the conditions to, and the timing of, the closing of the private placement, AcelRx’s need for additional capital in the future; and other risks detailed in AcelRx’s filings with the U.S. Securities and Exchange Commission, including without limitation its Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

Contact:

Jim Welch

Chief Financial Officer

650.216.3511

jwelch@acelrx.com