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): March 5, 2018

 

 

 

 

Corium International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

(650) 298-8255

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 CFR 240.14a-12)

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

☐    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 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 ☒

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. ☒

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On March 5, 2018, Corium International, Inc. (“Corium”) completed its previously announced sale of $100 million aggregate principal amount of 5.00% Convertible Senior Notes due 2025 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended.

 

The Notes were issued pursuant to an Indenture, dated as of March 5, 2018 (the “Indenture”), between Corium and U.S. Bank National Association, as trustee. The Notes are senior, unsecured obligations of Corium. The Notes will bear interest at a rate of 5.00% per year, payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018. The Notes mature on March 15, 2025, unless earlier converted or repurchased in accordance with their terms.

 

Corium may not redeem the Notes prior to March 15, 2022. Corium may redeem for cash all or any portion of the Notes, at its option on or after March 15, 2022 if certain conditions are met. No sinking fund is provided for the Notes.

 

The Indenture includes customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The following events are considered “events of default,” which may result in acceleration of the maturity of the Notes:

 

 

The Notes are convertible into shares of Corium’s common stock, par value $0.001 per share (“common stock”), at an initial conversion rate of 58.0552 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $17.22 per share of common stock. The conversion rate and the corresponding conversion price will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest.

 

Holders of the Notes who convert their Notes in connection with a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitled to an increase in the conversion rate.

 

Additionally, in the event of a fundamental change, holders of the Notes may require Corium to repurchase all or a portion of their Notes at a price equal to 100% of the principal amount of Notes, plus any accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date.

 

Holders of the Notes may convert all or a portion of their Notes at their option at any time prior to the close of business on the scheduled trading day immediately prior to March 15, 2025, in multiples of $1,000 principal amount, only under the following circumstances:

 

On or after September 15, 2024, until 5:00 p.m., New York City time, on the business day immediately preceding the maturity date, holders of the Notes may convert all or a portion of their Notes regardless of the foregoing circumstances.

 

In its sole discretion and within 13 days of the settlement of the Notes, Corium may issue to Cantor Fitzgerald & Co., as partial compensation for its role as initial purchaser, a seven-year warrant to purchase up to 350,000 shares of Corium’s common stock, which number is subject to adjustment in certain specified circumstances, at an exercise price of $17.22 per share.

 

A copy of the Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Notes contained in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

In connection with the issuance of the Notes, on March 5, 2018, Corium terminated its Amended and Restated Term Loan Agreement, as amended, with CRG and repaid in full all outstanding borrowings, fees and other amounts due thereunder in an aggregate amount of approximately $56 million, which amount included a prepayment fee of 3.25% of the principal amount outstanding at the time of such repayment. The maturity date of the term loan was June 30, 2019.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration.

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

  

INDEX TO EXHIBITS

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.