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DVAX > SEC Filings for DVAX > Form 8-K on 29-Mar-2013All Recent SEC Filings

Show all filings for DYNAVAX TECHNOLOGIES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DYNAVAX TECHNOLOGIES CORP


29-Mar-2013

Entry into a Material Definitive Agreement, Financial Statements and Ex


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 29, 2013, Dynavax Technologies Corporation ("Dynavax") entered into an At Market Issuance Sales Agreement (the "Agreement") with MLV & Co. LLC ("MLV") under which we may offer and sell our common stock having aggregate sales proceeds of up to $50,000,000 from time to time through MLV as our sales agent. Sales of our common stock through MLV, if any, will be made by means of ordinary brokers' transactions on The NASDAQ Capital Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and MLV. MLV will use commercially reasonable efforts to sell our common stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay MLV a commission of up to 3.0% of the gross sales proceeds of any common stock sold through MLV under the Agreement. We have also provided MLV with customary indemnification rights.

We are not obligated to make any sales of common stock under the Agreement. The offering of shares of Dynavax's common stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Agreement, or (ii) termination of the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the Agreement into the shelf registration statement on Form S-3 (File No. 333-175645) previously filed with the Securities and Exchange Commission.



Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number       Description

 1.1         At Market Issuance Sales Agreement, dated March 29, 2013, by and
             between Dynavax Technologies Corporation and MLV & Co. LLC.

 5.1         Opinion of Cooley LLP.

23.1         Consent of Cooley LLP (included in Exhibit 5.1).


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