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CEMP > SEC Filings for CEMP > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Form 8-K for CEMPRA, INC.


14-Jun-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements and E


Item 1.01. Entry into a Material Definitive Agreement.

On June 14, 2013 we entered into an underwriting agreement with Barclays Capital Inc., Stifel, Nicolaus & Company, Incorporated, and Cowen and Company, LLC, as representatives of the several underwriters named therein, relating to an underwritten public offering of 7,250,000 shares of our common stock, par value $0.001 per share, at a public offering price of $7.00 per share. We expect the net proceeds from the sale of the shares to be approximately $47.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. In addition, we have granted the underwriters a 30-day option to purchase up to an additional 1,087,500 shares of common stock to cover over-allotments, if any. Barclays, Stifel and Cowen and Company are acting as joint book-running managers for the offering. Needham & Company and SunTrust Robinson Humphrey are acting as co-managers.

The offering is being made pursuant to a prospectus supplement dated June 14, 2013 and an accompanying prospectus dated March 22, 2013, pursuant to our shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on March 8, 2013 and became effective on March 22, 2013 (File No. 333-187144). The offering is expected to close on or about June 19, 2013, subject to the satisfaction of customary closing conditions contained in the underwriting agreement. The underwriting agreement contains customary representations, warranties, and agreements by us, and customary conditions to closing, indemnification obligations of our company and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

A copy of the underwriting agreement is attached as Exhibit 1.2 and is incorporated herein by reference. The foregoing description of the underwriting agreement is not complete and is qualified in its entirety by reference to Exhibit 1.2. The prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. A copy of the opinion of Wyrick Robbins Yates & Ponton LLP relating to the validity of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.



Item 8.01. Other Events.

On June 14, 2013 we issued a press release announcing the entry into the underwriting agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description

1.2             Underwriting Agreement, dated June 14, 2013 by and between Cempra,
                Inc. and Barclays Capital Inc., Stifel, Nicolaus & Company,
                Incorporated, and Cowen and Company, LLC, as representatives of the
                several underwriters named therein.

5.1             Opinion of Wyrick Robbins Yates & Ponton LLP.

23.1            Consent of Wyrick Robbins Yates & Ponton LLP (included in
                Exhibit 5.1).

99.1            Press release dated, June 14, 2013.


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