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OCERA THERAPEUTICS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

July 10, 2014

Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2014, Ocera Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Stifel, Nicolaus & Company, Incorporated and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale of 4,200,000 shares of the Company's common stock, par value $0.00001 per share ("Common Stock"), at a public offering price of $6.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 630,000 shares of Common Stock (the "Option").

The gross proceeds to the Company from the sale of the Common Stock, before deducting the underwriting discount and other estimated offering expenses payable by the Company, are expected to be $25.20 million assuming no exercise by the Underwriters of the Option, or $28.98 million if the Underwriters exercise the Option in full. The offering is expected to close on July 15, 2014, subject to the satisfaction of customary closing conditions.

The Common Stock is being offered and sold pursuant to a base prospectus dated May 29, 2012 and a preliminary prospectus supplement filed with the U.S. Securities and Exchange Commission (the "SEC") on July 9, 2014, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-181215) filed on May 7, 2012 and declared effective by the SEC on May 29, 2012.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The Underwriting Agreement has been filed with this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The legal opinion of Goodwin Procter LLP relating to the Common Stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On July 10, 2014, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of July 10, 2014, by and among Ocera Therapeutics, Inc. and the underwriters party thereto 5.1 Opinion of Goodwin Procter LLP 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 99.1 Press Release of Ocera Therapeutics, Inc. dated July 10, 2014 3


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Source: Edgar Glimpses

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