UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 1, 2012

 

 

MAP PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-33719		20-0507047
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
2400 Bayshore Parkway, Suite 200, Mountain View, CA				94043
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (650) 386-3100

(Former Name or Former Address, if Changed Since Last Report.)

 

 

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 ( see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On August 1, 2012, MAP Pharmaceuticals, Inc. (the “Company”) announced the pricing of an underwritten public offering of 3,880,598 shares of its common stock at a price of $13.40 per share to the public. All of the shares are being sold by the Company. The gross proceeds to the Company from this offering are expected to be approximately $52 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by to the Company. The offering is expected to close on or about August 6, 2012, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriters a 30-day option to purchase an additional 582,088 shares of common stock pursuant to an underwriting agreement by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriting Agreement”). The Company intends to use the proceeds from the offering for general corporate purposes and commercialization activities for LEVADEX^®, an orally inhaled investigational drug for the acute treatment of migraine.

The Underwriting Agreement contains customary representations, warranties, agreements and conditions to closing, as well as 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 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 description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

 

Item 8.01

Other Events.

On August 1, 2012, the Company issued a press release announcing the pricing of the underwritten public offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
1.1		Form of underwriting agreement.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in Exhibit 5.1).
99.1		Press release of MAP Pharmaceuticals, Inc., dated August 1, 2012.

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SIGNATURE

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.

Date: August 1, 2012

 

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INDEX TO EXHIBITS FILED WITH

THE CURRENT REPORT ON FORM 8-K DATED AUGUST 1, 2012

 

Exhibit		Description
1.1		Form of underwriting agreement.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in Exhibit 5.1).
99.1		Press Release of MAP Pharmaceuticals, Inc., dated August 1, 2012.