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MSTX > SEC Filings for MSTX > Form 8-K on 10-Feb-2014All Recent SEC Filings

Show all filings for MAST THERAPEUTICS, INC.



Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement.

On February 10, 2014, Mast Therapeutics, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with Cowen and Company, LLC ("Cowen") to sell shares of its Common Stock, par value $0.001 (the "Common Stock"), having an aggregate offering price of up to $30,000,000 (the "Shares") from time to time, through an "at-the-market" equity offering program (the "ATM Offering") under which Cowen will act as sales agent.

The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3 (File No. 333-179989), the base prospectus contained therein, dated May 1, 2012, and a prospectus supplement related to the ATM Offering, dated February 10, 2014.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Subject to the terms and conditions of the Sales Agreement, Cowen will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE MKT LLC. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, Cowen may sell the Shares by any method permitted by law deemed to be an "at-the-market offering", as defined in Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), including sales made through the NYSE MKT LLC, on any other existing trading market for the Common Stock or to or through a market maker. In addition, if expressly authorized by the Company, Cowen may also sell Shares in privately negotiated transactions. The Company has no obligation to sell any of the Shares and may at any time suspend offers and sales under the Sales Agreement. The Company and Cowen each have the right, in their sole discretion, to terminate the Sales Agreement at any time upon prior written notice as provided in the Sales Agreement.

The Company will pay to Cowen a commission, or allow a discount, in an amount up to 3.0% of the gross sales price per share of Common Stock sold through it as sales agent under the Sales Agreement. In addition, the Company has agreed to reimburse Cowen for certain expenses it incurs in the performance of its obligations under the Sales Agreement up to a maximum of $30,000. The Company has also agreed pursuant to the Sales Agreement to indemnify and provide contribution to Cowen against certain liabilities, including liabilities under the Securities Act.

The foregoing description of the terms of the Sales Agreement is subject to, and qualified in its entirety by, the Sales Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The legal opinion of DLA Piper LLP (US), counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index filed with this report.

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