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 30, 2009
SPECTRUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-28782
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93-0979187 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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157 Technology Drive, Irvine, CA
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92618 |
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(Zip Code) |
Registrant’s telephone number, including area code: (949) 788-6000
(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 June 30, 2009, Spectrum Pharmaceuticals, Inc. (the “Company”) entered into a placement
agency agreement with Rodman & Renshaw, LLC (the “Placement Agent”), pursuant to which the
Placement Agent agreed to use its reasonable best efforts to arrange for the sale of 2,936,037
shares of the Company’s common stock and warrants to purchase up to 1,468,020 shares of the
Company’s common stock in a registered direct public offering. The Company has agreed to pay the
Placement Agent an aggregate fee equal to 5% of the gross proceeds received in the offering,
including proceeds received by the Company upon exercise of the warrants, if any. The Company has
also agreed to reimburse the Placement Agent for expenses incurred by it in connection with the
offering in an amount equal to 1% of the gross proceeds received by the Company in the offering,
but in no event in excess of $10,000.
Also on June 30, 2009, the Company and certain institutional investors entered into a
securities purchase agreement, pursuant to which the Company agreed to sell an aggregate of
2,936,037 shares of its common stock and warrants to purchase a total of 1,468,020 shares of its
common stock to such investors for gross proceeds of approximately $21 million. The common stock
and warrants were sold in units, with each unit consisting of one share of common stock and a
warrant to purchase 0.50 of a share of common stock. The purchase price per unit is $7.1525.
Subject to certain ownership limitations, the warrants are
exercisable 181 days following the closing date of the offering and for a 90 day period thereafter at an exercise price of
$7.10. The exercise price of the warrants is subject to adjustment in the case of stock splits,
stock dividends, combinations of shares and similar recapitalization transactions.
The net proceeds to the Company from the registered direct public offering, after deducting
placement agent fees and the Company’s estimated offering expenses, and excluding the proceeds, if
any, from the exercise of the warrants issued in the offering, are expected to be approximately
$20.0 million. The offering is expected to close no later than July 6, 2009. After giving effect
to the offering, the Company has 41,662,583 shares of common stock outstanding.
The common stock, warrants to purchase common stock and shares of common stock issuable upon
exercise of the warrants will be issued pursuant to a prospectus supplement filed with the
Securities and Exchange Commission on July 1, 2009 in connection with a takedown from the
Company’s shelf registration statement on Form S-3 (File No. 333-150260), which became effective on
May 5, 2008. A copy of the opinion of Stradling Yocca Carlson & Rauth relating to the legality of
the issuance and sale of the shares of common stock, warrants and shares of common stock issuable
upon exercise of the warrants in the offering is attached as Exhibit 5.1 hereto.
The foregoing summaries of the terms of the placement agency agreement, the securities
purchase agreement and the warrants are subject to, and qualified in their entirety by, such
documents attached hereto as Exhibits 1.1, 4.1, and 10.1, respectively, and incorporated herein by
reference. A copy of the press release announcing the registered direct public offering is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.