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
April 23, 2007
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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000-49616
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88-0488686 |
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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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| 11588 Sorrento Valley Road, Suite 17, San Diego, California |
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92121 |
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| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 794-8889
Not Applicable
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into Material Definitive Agreement.
On April 23, 2007, Halozyme Therapeutics, Inc. (“Halozyme”), and New River Management V, LP
(“New River”), entered into a definitive stock purchase agreement (the “Purchase Agreement”).
Under the terms of the Purchase Agreement (as further described in
Item 3.02 below), New River will purchase 3,500,000 newly-issued shares of
Halozyme’s common stock for an aggregate price of $32,095,000.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Purchase Agreement entered into on April 23, 2007, Halozyme will sell
3,500,000 shares of its common stock, $0.001 par value per share (the “Shares”), to New River. The
Shares will be sold at a purchase price of $9.17 per share, and Halozyme will receive gross
proceeds of $32,095.000. The per share purchase price represents a
premium of $0.22 per share to the closing price of Halozyme’s
common stock on the date that the parties executed the
Purchase Agreement.
New
River is a private equity fund managed by Third Security LLC and affiliated with Halozyme’s largest stockholder, Randal J.
Kirk. Halozyme’s Board of Directors specifically approved the
sale of the Shares to New River.
The
sale of the Shares is contingent upon the satisfaction of customary closing conditions,
including the receipt of anti-trust clearance. If the necessary
closing conditions are not met on or before July 6, 2007, then
either party will have the right to not proceed with the transaction.
Halozyme anticipates that the sale of the Shares will be completed in
late May. No shareholder approval is required for the sale of
the Shares. New River represented that it is an accredited investor as defined in the Securities
Act of 1933, as amended (the “Securities Act”), and the Shares will be sold pursuant to exemptions
from registration under Regulation D of the Securities Act. Proceeds from the sale of the Shares
will be used to support Halozyme’s ongoing operations, including research and development
activities, as well as for other general corporate purposes.
Halozyme will not immediately file a registration statement with the Securities and Exchange
Commission (the “SEC”) covering the resale of the Shares, but Halozyme has agreed to file a
registration statement with the SEC on or before November 1, 2007, covering the resale of the Shares.
The preceding description of the Purchase Agreement is a summary of the material terms of that
agreement and does not purport to be complete, and is qualified in its entirety by the copy of such
agreement which is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Stock Purchase Agreement, dated as of April 23, 2007, by
and between Halozyme Therapeutics, Inc., and New River
Management V, LP. |