UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange act of 1934
Date of report (date of earliest event reported): June 24, 2014
RECEPTOS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35900 |
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26-4190792 |
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incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 24, 2014, Receptos issued a press release entitled
“Receptos Announces Closing of Underwritten Public Offering of Common Stock,” a copy of which is hereby filed as Exhibit 99.1 and is incorporated herein by reference.
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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| 99.1 |
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Press release issued by Receptos, Inc. dated June 24, 2014. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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| Date: June 24, 2014 |
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RECEPTOS, INC. |
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By: |
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/s/ Christian Waage |
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Christian Waage Senior Vice President and
General Counsel |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 99.1 |
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Press release issued by Receptos, Inc. dated June 24, 2014. |
Exhibit 99.1
Receptos Announces Closing of Underwritten Public Offering of Common Stock
SAN DIEGO, June 24, 2014 - Receptos, Inc. (Nasdaq: RCPT), a biopharmaceutical company developing therapeutic candidates for the treatment of immune and
metabolic diseases, announced today closing of the previously announced underwritten public offering of 4,433,000 shares of its common stock at a price to the public of $40.25 per share. The gross proceeds to Receptos from this offering were
approximately $178.4 million, before deducting underwriting discounts and commissions and other estimated offering expenses. All of the shares in the offering were sold by Receptos. In addition, Receptos has granted the underwriters a 30-day option
to purchase up to an additional 664,950 shares of common stock.
Receptos intends to use the net proceeds received from this offering to fund continued
development of its product candidate RPC1063 in ongoing clinical trials for relapsing multiple sclerosis and ulcerative colitis, development of its in-licensed product candidate RPC4046 in a clinical trial for eosinophilic esophagitis, other
ongoing preclinical and research programs and for general corporate purposes including working capital.
Credit Suisse Securities (USA) LLC, Leerink
Partners LLC and BMO Capital Markets Corp. acted as joint book-running managers for the offering. Wedbush PacGrow Life Sciences and Nomura Securities International, Inc. acted as co-managers.
Registration statements relating to these securities were declared effective as of June 18, 2014. The offering was made only by means of a prospectus.
Copies of the prospectus relating to and describing the terms of the offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, Telephone: (800) 221-1037, Email:
newyork.prospectus@credit-suisse.com; from Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, Telephone: (800) 808-7525, Email: syndicate@leerink.com; or from BMO Capital Markets Corp.,
Attention: Equity Syndicate Department, 3 Times Square, New York, NY 10036, Telephone: (800) 414-3627, Email: bmoprospectus@bmo.com.
This press
release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction.
About Receptos
Receptos is a biopharmaceutical company developing therapeutic candidates for the treatment of immune and metabolic diseases. The Company’s lead program,
RPC1063, is a sphingosine 1-phosphate 1 receptor (S1P1R) small molecule modulator candidate for immune indications, including relapsing multiple sclerosis (RMS) and inflammatory bowel disease (IBD). The Company is also developing RPC4046, an
anti-interleukin-13 (IL-13) antibody, for an allergic/immune-mediated orphan disease, eosinophilic esophagitis (EoE). Receptos has established expertise in high resolution protein crystal structure determination, biology and drug discovery for
G-protein-coupled receptors (GPCRs).
Forward Looking Statements
Statements contained in this release, other than statements of historical fact, constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The words “expects,” “believes,” “anticipates,” “may,” “intends,” “plans,” “potential,” “will” and similar expressions
are intended to identify forward-looking statements. These forward-looking statements do not constitute guarantees of future performance. These forward-looking statements include without limitation statements regarding the expected use of the net
proceeds from the offering and the development and future potential of the Company’s product candidates. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially
from those anticipated. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include without limitation risks associated with the process of discovering, developing and commercializing drug candidates
that are safe and effective for use as human therapeutics, market risks and uncertainties, unexpected cash requirements and changes in the Company’s business plan. These and other risks regarding the Company’s financial position and
research and development programs are described in detail in the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2014 and the Registration Statement on Form S-3 (File No. 333-196651). All forward-looking statements contained in this release speak only as of the date on which they were first made by the Company, and the Company
undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after such date.
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Media and Investor Contacts:
Graham K.
Cooper
Chief Financial Officer, Receptos
(858) 652-5708
gcooper@receptos.com
Michael Rice
LifeSci Advisors, LLC
(646) 597-6979
mrice@lifesciadvisors.com
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