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RADIUS HEALTH, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

February 21, 2014

Item 1.01. Entry into a Material Definitive Agreement.

On February 14, 2014 (the "Initial Closing Date"), Radius Health, Inc. (the "Company") entered into a Series B-2 Convertible Preferred Stock and Warrant Purchase Agreement (the "Purchase Agreement") pursuant to which the Company sold a total of 350,862 shares of the Company's newly created Series B-2 Convertible Preferred Stock, $0.0001 par value per share (the "Series B-2 Stock"), at an initial closing held on the Initial Closing Date to F2 Bioscience IV L.P., F2 Bio Ventures V L.P. and BB Biotech Ventures II, L.P. and 65,125 shares of Series B-2 Stock to Biotech Growth N.V. at a subsequent closing held on February 19, 2014, in each case at a price of $61.42 per share, for aggregate proceeds to the Company of approximately $26 million. In connection with the sales, the Company also issued, to the purchasers of such shares of Series B-2 Stock on their respective dates of purchase of such shares, warrants (the "Warrants") to purchase up to a total of 1,039,969 shares of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"). Each Warrant is exercisable at any time prior to the fifth anniversary of its date of issuance at an exercise price of $6.142 per share. The Purchase Agreement also contemplates the sale and issuance by the Company to one or more additional investors in one or more subsequent closings to occur at any time on or before March 15, 2014, of up to an additional 239,013 shares of Series B-2 Stock and Warrants to purchase up to an additional 597,531 shares of Common Stock.

On the Initial Closing Date, the Company filed with the Office of the Secretary of State of the State of Delaware a Certificate of Designations of Series B-2 Convertible Preferred Stock (the "Series B-2 Certificate"), which established, and set forth the rights, preferences and privileges of, the Series B-2 Stock. The Series B-2 Certificate provides that, as to dividends (other than with respect to the payment of the Series A-5 Special Accruing Dividend (as defined in the Company's existing Certificate of Designations of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock, Series A-5 Convertible Preferred Stock and Series A-6 Convertible Preferred Stock filed by the Company with the Office of the Secretary of State of the State of Delaware on May 17, 2011, as amended from time to time (the "Series A-1 Certificate")), which shall rank senior in payment to any other dividends payable on any and all shares of Series B-2 Stock) and upon Liquidation (as defined in the Series B-2 Certificate) or an Event of Sale (as defined in the Series B-2 Certificate), each share of Series B-2 Stock ranks equally to all shares of Series B Stock (as defined in the Series B-2 Certificate) and senior to all shares of Series A-1 Stock, Series A-2 Stock, Series A-3 Stock, Series A-4 Stock, Series A-5 Stock and Series A-6 Stock (each as defined in the Series B-2 Certificate) and senior to all shares of Common Stock and all other classes or series of stock not authorized by the Series B-2 Certificate, the Company's Certificate of Designations of Series B Convertible Preferred Stock filed by the Company with the Office of the Secretary of State of the State of Delaware on April 23, 2013, as amended from time to time (the "Series B Certificate") or the Series A-1 Certificate as of the Initial Closing Date, except as otherwise approved by the affirmative vote or consent of (i) the holders of at least seventy percent (70%) of the outstanding shares of Series B-2 Stock (the "Series B-2 Majority"), (ii) the holders of at least seventy percent (70%) of the outstanding shares of Series B Stock (the "Series B Majority") and (ii) the Senior Majority (as defined in the Series A-1 Certificate).

Each share of Series B-2 Stock is convertible, at the option of the holder thereof, at any time, into shares of Common Stock at the then prevailing conversion price as determined in the Series B-2 Certificate. The initial conversion price of the Series B-2 Stock is $6.142, resulting in an initial conversion rate of 10 shares of Common Stock for every 1 share of Series B-2 Stock. In addition, all shares of Series B-2 Stock will be automatically converted into shares of Common Stock at the then effective conversion price if the Series B-2 Majority elects to so convert the Series B-2 Stock or on the date of the closing of a firm commitment underwritten public offering of shares of Common Stock prior to June 30, 2014 or the listing of the Common Stock on a national securities exchange at any time after such date, in each case pursuant to the provisions of the Series B-2 Certificate. The conversion price of the Series B-2 Stock is subject to adjustment based on weighted average . . .

Item 3.02. Unregistered Sales of Equity Securities.

The foregoing descriptions in Item 1.01 above regarding the shares of Series B-2 Stock and Warrants issued pursuant to the Purchase Agreement are incorporated herein by reference. The shares of Series B-2 Stock and Warrants (and the shares of Common Stock issuable upon conversion or exercise thereof) sold on the Initial Closing Date and on February 19, 2014 pursuant to the Purchase Agreement were issued by the Company under the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as they were issued to accredited investors without a view to distribution, and were not issued through any general solicitation or advertisement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 16, 2014, the Board by unanimous written consent amended and restated the first two sentences of Section 4 of the Company's 2011 Equity Incentive Plan (as amended, the "Plan") to read as follows: "At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan exceed the sum of (a) eight million three hundred and eighty thousand and nineteen (8,380,019) shares of Stock, and (b) any shares of Stock which as of the Effective Date are available for issuance under the Prior Plan, or are subject to awards under the Prior Plan which are forfeited or lapse unexercised and which following the Effective Date are not issued under the Prior Plan; subject, however, to the provisions of Section 8 of the Plan. The maximum number of shares of Stock that may be issued pursuant to or subject to outstanding Awards, including Incentive Options, is nine million seven hundred thousand (9,700,000) (subject to the provisions of Section 8 of the Plan)."

A copy of the Plan, as so amended, is filed as an Exhibit to this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As referenced in Item 1.01 above, the Company filed the Series B-2 Certificate with the Office of the Secretary of State of the State of Delaware on the Initial Closing Date. The Series B-2 Certificate amends the Company's certificate of incorporation to authorize the Series B-2 Stock. The Series B-2 Certificate sets forth the rights, preferences and privileges of the Series B-2 Stock, which are summarized in Item 1.01 above and incorporated herein by reference to Item 1.01 above and to the Series B-2 Certificate filed as an Exhibit to this Current Report on Form 8-K.

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On February 16, 2014, the Board by unanimous written consent amended and restated the second sentence of Article II, Section 2 of the Company's By-laws to read as follows: "Except as otherwise provided by law, the Certificate of Incorporation or these by-laws, the property and business of the Company shall be managed by or under the direction of a board of not less than one (1) nor more than eight (8) directors." A copy of the Company's By-laws, as so amended, is filed as an Exhibit to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 14, 2014, the holders of 699,697 shares of Series A-1 Stock, 715,273 shares of Series A-2 Stock, 142,227 shares of Series A-3 Stock and 618,691 shares of Series B Stock, which represent approximately seventy-five percent (75%) of the Series A-1 Stock, Series A-2 Stock and Series A-3 Stock, voting together as a single class, and approximately eighty-eight percent (88%) of the Series B Stock, thereby constituting the Senior Majority (as defined in the Series A-1 Certificate), the Required Investor Majority (as defined in the Series B Certificate) and the Majority Investors (as defined in the Prior Agreement), approved, by written consent, the Series B-2 Certificate, the Amended Stockholders' Agreement and the waiver of certain provisions of the Series B Certificate, the Series A-1 Certificate and the Prior Agreement.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits



See the Exhibit Index, which immediately follows the signature page hereof and is incorporated herein by reference.

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Source: Edgar Glimpses


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