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CEMP > SEC Filings for CEMP > Form 8-K on 19-Oct-2012All Recent SEC Filings

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Form 8-K for CEMPRA, INC.


Entry into a Material Definitive Agreement, Results of Operations and Financial Cond

Item 1.01. Entry into a Material Definitive Agreement.

On October 18, 2012, Cempra, Inc. entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which we have agreed to sell an aggregate of 3,864,461 shares of our common stock for an aggregate purchase price of approximately $25 million, at a purchase price of $6.50 per share (the "Private Placement"). The Private Placement is expected to close on October 24, 2012, subject to customary closing conditions.

In connection with entering into the Securities Purchase Agreement, we also entered into a Registration Rights Agreement, dated October 18, 2012, with the Private Placement investors. Under the terms of the Registration Rights Agreement, we have agreed to file, within 10 business days after the closing of the Private Placement, a registration statement with the Securities and Exchange Commission to register for resale the shares sold in the Private Placement.

The terms of the Securities Purchase Agreement and the Registration Right Agreement will be more fully described in an amendment to this Current Report on Form 8-K to be filed within the required timeline. Copies of the Securities Purchase Agreement and the Registration Rights Agreement will be filed as exhibits to that report.

Item 2.02. Results of Operations and Financial Condition.

At September 30, 2012, our cash and equivalents totaled approximately $51.5 million.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 is incorporated by reference hereunder. The shares of common stock to be issued in the Private Placement were offered and will be sold in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Each purchaser in the Private Placement represented that it was an "accredited investor" as defined in Regulation D.

The shares of common stock to be issued may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of our common stock of our company.

Item 8.01. Other Events.

On October 18, 2012, we issued the press release attached hereto as Exhibit 99.1 regarding the Private Placement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press release dated October 18, 2012.

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