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): December 19, 2008
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33734
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94-3200380 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 4939 Directors Place
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92121 |
| San Diego, California
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(Zip Code) |
| (Address of principal executive offices) |
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Registrant’s telephone number, including area code: (858) 652-6500
N/A
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On December 17, 2008, Ardea Biosciences, Inc. (the “Company”) entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”) with the purchasers identified on the signature
pages thereto (the “Purchasers”), for the private placement of 2,737,336 newly issued shares of the
Company’s common stock (the “Shares”)
and warrants to purchase 684,332 shares of common stock (the “Warrants”) at a total purchase price of approximately $11.17 per unit, with each unit consisting
of one Share and a Warrant to purchase 0.25 shares of common stock (the “Private Placement”). The
closing of the Private Placement occurred on December 19, 2008.
In connection with the Private Placement, the Company also entered into a Registration Rights
Agreement, dated December 17, 2008, with the Purchasers (the “Registration Rights Agreement”)
pursuant to which it has agreed to file, within 30 days of the closing of the Private Placement, a
registration statement with the Securities and Exchange Commission (“SEC”) to register the Shares
and the shares of common stock issuable upon exercise or conversion of the Warrants (the “Warrant
Shares”) for resale, which registration statement is required to become effective within 90 days
following the closing (or in the event the SEC reviews and has written comments to the registration
statement or any document incorporated by reference therein, then within 120 days following the
closing). The Company will be required to pay certain cash as liquidated damages if it does not
meet its registration obligations under the Registration Rights Agreement.
The Securities Purchase Agreement and Registration Rights Agreement are attached hereto as Exhibit
10.1 and 10.2 respectively, and incorporated herein by reference. The foregoing description of the
Securities Purchase Agreement and Registration Rights Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and
Registration Rights Agreement attached hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the
unregistered sale of equity securities is incorporated by reference into this Item 3.02.
The aggregate offering price of the units sold in the Private Placement is approximately $30.6
million.
The sale
of the units has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The units were sold to accredited investors in reliance upon exemptions from
registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. The Shares and the Warrant Shares may not be offered or sold in the United States
absent registration under or exemption from the Securities Act and any applicable state securities
laws.