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 17, 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
Warrants are first exercisable on the date 180 days after the closing at $11.14 per share and will
expire five years from the date of grant. The Private Placement is expected to close on or about
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 form of
Securities Purchase Agreement, Registration Rights Agreement and Warrant are
attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.
The press release announcing the Private Placement is attached hereto as Exhibit 99.1 and
incorporated herein by reference. The foregoing description of the Securities Purchase Agreement,
Registration Rights Agreement and Warrants does not purport to be complete and is qualified in its
entirety by reference to the full text of the Securities Purchase Agreement, Registration Rights
Agreement and form of Warrant 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 to be 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 will be 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.
Item 7.01. Regulation FD Disclosure.
A copy of presentation materials describing the Company’s business to be used by the Company from
time to time is filed as Exhibit 99.2 hereto. These materials reflect updates to information
previously furnished by the Company regarding the Company’s research and development programs,
including information relating to expected research and development milestones. The Company does
not intend to file any update of these presentation materials in the future. The fact that these
updated presentation materials are being furnished should not be deemed an admission as to the
materiality of any information contained in the materials. The information in this Item 7.01 and
Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by specific reference in
such filing.