On March 29, 2021, Allena Pharmaceuticals, Inc. (the Company) entered into an At Market Issuance Sales Agreement (the 2021 Sales
Agreement) with B. Riley Securities, Inc. (B. Riley), with respect to an
offering program (2021 ATM Program), under which the
Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (Common Stock), having an aggregate offering price of up to $50,000,000 (the ATM Shares), through B.
Riley as sales agent.
The Company filed a prospectus supplement on March 29, 2021 (the 2021 Prospectus Supplement), with the U.S.
Securities and Exchange Commission (the SEC) in connection with the 2021 ATM Program. The ATM Shares will be issued pursuant to the Companys existing shelf registration statement on Form
(the Registration Statement) filed with the SEC on December 3, 2018, and declared effective by the SEC on December 26, 2018, the 2021 Prospectus Supplement, and
any applicable additional prospectus supplements related to the 2021 ATM Program that form a part of the Registration Statement.
Pursuant to the 2021
Sales Agreement, B. Riley may sell the ATM Shares by any method permitted by law deemed to be an
offering as defined in Rule 415 of the
Securities Act of 1933, as amended. The 2021 Sales Agreement provides that B. Riley will be entitled to compensation equal to 3.0% of the gross proceeds of the ATM Shares sold through B. Riley; provided, however, if the Company requests that B.
Riley serve as a principal, B. Riley will be entitled to compensation equal to up to 5.0% of the gross proceeds. The Company will also reimburse B. Riley for certain expenses incurred in connection with the 2021 Sales Agreement. The Company has no
obligation to sell any of the ATM Shares under the 2021 Sales Agreement and may at any time suspend solicitation and offers under the 2021 Sales Agreement. The 2021 ATM Program will terminate upon the earlier of (i) the sale of all of the ATM
Shares or (ii) the termination of the 2021 Sales Agreement according to its terms by either the Company or B. Riley. The Company may terminate the 2021 Sales Agreement at any time without liability by giving advance written notice to B. Riley
as required by the 2021 Sales Agreement. The 2021 Sales Agreement contains representations and warranties for the benefit of the Company and B. Riley and other terms customary for similar agreements.
The Company currently intends to use the net proceeds from the 2021 ATM Program to fund activities relating to the advancement of its product candidates and
for other general corporate purposes.
The foregoing description of the 2021 Sales Agreement is not complete and is qualified in its entirety by reference
to the full text of the 2021 Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
and is incorporated herein by reference. A copy of the opinion of Goodwin
Procter LLP relating to the validity of the issuance and sale of the ATM Shares in the 2021 ATM Program is attached as Exhibit 5.1 hereto.
Report on Form
shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any
state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Termination of a Material Definitive Agreement.
On December 3, 2018, the Company entered into a Sales Agreement (the 2018 Sales Agreement) with Cowen and Company, LLC (Cowen)
with respect to
an at-the-market offering
program (the 2018 ATM Program), under which the Company could offer and sell, from time to time at its
sole discretion, shares of its Common Stock having an aggregate offering price of up to $50,000,000, through Cowen as sales agent.
In connection with the
Companys entry into the 2021 Sales Agreement, on March 29, 2021, the Company delivered written notice to Cowen to terminate the 2018 Sales Agreement. The Company is not subject to any termination penalties related to the termination of
the 2018 Sales Agreement. Prior to termination, approximately $35 million in shares of Common Stock remained available for sale under the 2018 Sales Agreement. As a result of the termination of the 2018 Sales Agreement, the Company will not
offer or sell any additional shares under the 2018 ATM Program.
The foregoing description of the 2018 Sales Agreement is not complete and is qualified in
its entirety by reference to the full text of the 2018 Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Registration Statement.
Financial Statements and Exhibits.
At Market Issuance Sales Agreement, dated March 29, 2021, between Allena Pharmaceuticals, Inc. and B. Riley Securities, Inc.
Opinion of Goodwin Procter LLP
Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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: March 30, 2021
Allena Pharmaceuticals, Inc.
/s/ Richard Katz
Chief Financial Officer
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