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ANAC > SEC Filings for ANAC > Form 8-K on 8-Apr-2013All Recent SEC Filings

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Form 8-K for ANACOR PHARMACEUTICALS INC


8-Apr-2013

Unregistered Sale of Equity Securities, Other Events, Financial Statem


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On April 5, 2013, the Anacor Pharmaceuticals, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with the Bill & Melinda Gates Foundation (the "Gates Foundation"), pursuant to which the Company issued 809,061 shares of its unregistered common stock at a purchase price of $6.18 per share for aggregate gross proceeds of approximately $5,000,000. The Purchase Agreement includes representations, warranties and covenants customary for a transaction of this type. No underwriting discounts or commissions were paid in this transaction. Pursuant to the terms of the Purchase Agreement, the Company has agreed to use its commercially reasonable efforts to register the shares of common stock purchased under the Purchase Agreement within 90 days on a Registration Statement on Form S-3. The Purchase Agreement was entered into in connection with the Research Agreement referenced in Item 8.01 of this Current Report.

The securities sold have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The issuance was made in reliance on Rule 506 promulgated under the Securities Act and was made without general solicitation or advertising.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 4.1, and is incorporate herein by reference.



ITEM 8.01 OTHER EVENTS.

On April 8, 2013, Anacor Pharmaceuticals, Inc. issued a press release announcing the entry into a Research Agreement with the Gates Foundation. The material terms of the Research Agreement will be described in a subsequent Current Report on Form 8-K.

A copy of such press release is attached as Exhibit 99.1, and is incorporated herein by reference.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number                               Description
4.1              Common Stock Purchase Agreement between Anacor Pharmaceuticals, Inc.
                 and the Bill & Melinda Gates Foundation, dated as of April 5, 2013.
99.1             Press Release titled "Anacor Pharmaceuticals Receives Significant
                 Investment to Support Neglected Disease Research" dated April 8,
                 2013


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