Item 8.01Other Events.
On January 6, 2021, Clearside Biomedical, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain
institutional purchasers (the "Purchasers"), pursuant to which the Company
offered to the Purchasers, in a registered direct offering, an aggregate of
4,209,050 shares (the "Shares") of common stock, par value $0.001 per share. The
Shares will be sold at a purchase price of $2.851 per share, priced
at-the-market under Nasdaq rules based on the five-day average closing price of
the common stock, for aggregate gross proceeds to the Company of approximately
$12 million, before deducting fees to the placement agent and other estimated
offering expenses payable by the Company. The Shares are being offered by the
Company pursuant to an effective shelf registration statement on Form S-3, which
was originally filed with the Securities and Exchange Commission on May 8, 2020,
and was declared effective on May 22, 2020 (File No. 333-238128). The Company
believes the net proceeds from the sale of the Shares, together with its current
cash and cash equivalents and short-term investments, will be sufficient to fund
its operating expenses and capital expenditure requirements into 2022.
Roth Capital Partners, LLC acted as the sole placement agent for the Company
(the "Placement Agent") in connection with the offering. Pursuant to a Placement
Agency Agreement between the Company and the Placement Agent, dated January 6,
2021 (the "Placement Agency Agreement"), the Placement Agent will be entitled to
a cash fee of 6% of the gross proceeds paid to the Company for the securities
and reimbursement of certain out-of-pocket expenses.
The foregoing summaries of the Purchase Agreement and the Placement Agency
Agreement do not purport to be complete and are qualified in their entirety by
reference to such agreements, copies of which are filed as Exhibits 99.1 and
99.2, respectively, to this report.
A copy of the legal opinion and consent of Cooley LLP relating to the legality
of the issuance and sale of the Shares in the offering is filed as Exhibit 5.1
to this report.
On January 6, 2021, the Company issued a press release announcing the pricing of
the offering described above, a copy of which is filed as Exhibit 99.3 to this
report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Exhibit Title or Description
5.1 Opinion of Cooley LLP
23.1 Consent of Cooley LLP (included in Exhibit 5.1)
99.1 Form of Securities Purchase Agreement
99.2 Placement Agency Agreement
99.3 Press Release
Forward-looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Private Securities Litigation Reform Act of 1995, as amended. These
statements may be identified by the words "may," "will," "could," "would,"
"should," "expect," "plan," "anticipate," "intend," "believe," "estimate,"
"predict," "project," "potential," "continue," "target" or other similar terms
or expressions that concern the Company's expectations, strategy, plans or
intentions. Forward-looking statements include, without limitation, statements
related to the Company's ability to fund its operating expenses and capital
expenditure requirements into 2022. Any forward-looking statements in this
Current Report on Form 8-K are based on management's current expectations and
beliefs. Actual events or results may differ materially from those expressed or
implied by any forward-looking statements contained herein, including, without
limitation, the risks and uncertainties described in the section entitled "Risk
Factors" in the Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (the "SEC") on November 10, 2020, and in
subsequent
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filings the Company makes with the SEC from time to time. The Company undertakes
no obligation to update the information contained in this Current Report on
Form 8-K to reflect new events or circumstances, except as required by law.
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