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): March 25, 2019

 

LIQUIDIA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38601

 

20-1926605

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

419 Davis Drive, Suite 100, Morrisville, North Carolina

 

27560

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (919) 328-4400

 

 

(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):

 

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

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

 

 

 

 

Item 8.01               Other Events.

 

On March 25, 2019, Liquidia Technologies, Inc., a Delaware corporation (the “Company”), announced that it has completed its previously announced sale of an aggregate of 3,000,000 shares of its common stock, par value $0.001 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-230362) (the “Offering”). The Company received total net proceeds of approximately $31.7 million, based on a public offering price of $11.50 per share, after deducting the underwriting discounts and commissions and estimated expenses payable by the Company in connection with the Offering.

 

Jefferies and Cowen acted as joint book-running managers for the Offering. Needham & Company and Wedbush PacGrow acted as co-managers for the Offering.

 

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)

 

Exhibit
No.

 

Exhibit

 

 

 

99.1

 

Press Release of Liquidia Technologies, Inc., dated March 25, 2019.

 

2

 

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.

 

March 25, 2019

 

Liquidia Technologies, Inc.

 

 

 

 

 

 

 

 

By:

/s/ Timothy Albury

 

 

 

Name:

Timothy Albury

 

 

 

Title:

Interim Chief Financial Officer

 

3

Exhibit 99.1

 

 

Liquidia Technologies Announces Closing of Offering of Common Stock

 

RESEARCH TRIANGLE PARK, NC — March 25 , 2019 — Liquidia Technologies, Inc. (Nasdaq:LQDA) (“Liquidia”), a late-stage clinical biopharmaceutical company focused on the development and commercialization of human therapeutics using its proprietary PRINT® technology to transform the lives of patients, today announced the closing of the previously announced underwritten public offering of 3,000,000 shares of its common stock at a public offering price of $11.50. In addition, the Company has granted the underwriters a 30-day option to purchase up to 450,000 additional shares of common stock at the public offering price, less the underwriting discounts and commissions. Liquidia received approximately $31.7 million in proceeds from the offering, net of underwriting discounts, commissions and offering expenses.

 

Jefferies and Cowen acted as joint book-running managers for the offering. Needham & Company and Wedbush PacGrow acted as co-managers.

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission on March 20, 2019. The offering was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2 nd  Floor, New York, NY 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; or from Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by telephone at (631) 274-2806 or by fax at (631) 254-7140.

 

This press release shall not constitute an offer to sell, or a 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.

 

Contact Information

Investors:

Jenny Kobin

IR Advisory Solutions

919.328.4389

IR@liquidia.com

 

Media: 

Christy Curran

Sam Brown Inc. 

615.414.8668

media@liquidia.com