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PSDV > SEC Filings for PSDV > Form 8-K on 20-Dec-2013All Recent SEC Filings

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Form 8-K for PSIVIDA CORP.


20-Dec-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On December 19, 2013, pSivida Corp., a Delaware corporation (the "Company") entered into an At Market Issuance Sales Agreement with MLV & Co. LLC ("MLV"), pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $19,166,895 from time to time through MLV, acting as sales agent. Sales of our common stock through MLV, if any, will be made by any method permitted that is deemed an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended, including by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed by MLV and the Company. MLV will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. Each time the Company wishes to issue and sell common stock under the sales agreement, it will notify MLV of the number of shares to be issued, any minimum price below which sales may not be made and other sales parameters as the Company deems appropriate. The Company will pay MLV a commission rate of up to 3.0% of the gross proceeds from the sale of any common stock sold through MLV as sales agent under the sales agreement. We have also agreed to reimburse MLV for certain expenses incurred in connection with entering into the sales agreement and have provided MLV with customary indemnification rights.

The foregoing description of the sales agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 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 sales agreement into our shelf registration statement on Form S-3, as amended (File No. 333-185549), previously filed with the SEC.

The opinion of our counsel regarding the validity of the Common Stock that will be issued pursuant to the sales agreement also is filed herewith as Exhibit 5.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

 5.1         Opinion of Ropes & Gray LLP.

10.1         At Market Issuance Sales Agreement between pSivida Corp. and MLV & Co.
             LLC, dated December 19, 2013.

23.1         Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above).


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