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Subsequent Events
12 Months Ended
Dec. 31, 2013
Subsequent Events  
Subsequent Events

14. Subsequent Events

 

From January 1, 2014 through February 27, 2014, Synergy  sold 3,644,143 shares of common stock for gross proceeds of $21,216,860, at an average selling price of $5.82 per share. This completes the $30.0 million of proposed sales of common stock pursuant to the June 2012 Controlled Equity OfferingSM sales agreement, dated June 21, 2012.

 

On March 5, 2014, Synergy entered into Amendment No. 1 (the “Amendment”) to its Controlled Equity OfferingSM Sales Agreement, dated June 21, 2012 (as amended, the “Agreement”), with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may offer and sell, from time to time, through Cantor shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), up to an additional aggregate offering price of $50.0 million. The Company intends to use the net proceeds of this offering to fund its research and development activities, including further clinical development of plecanatide and SP-333, and for working capital and other general corporate purposes, and possible acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated.

 

Under the Agreement, Cantor may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The NASDAQ Global Select Market, on any other existing trading market for the Shares or to or through a market maker. In addition, under the Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Global Select Market, to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

 

The Company is not obligated to make any sales of the Shares under the Agreement. The offering of Shares pursuant to the Agreement will terminate upon the earlier of (1) the sale of all of the Shares subject to the Agreement or (2) the termination of the Agreement by Cantor or the Company. The Company will pay Cantor a commission of up to 3.0% of the gross sales price per share sold and has agreed to provide Cantor with customary indemnification and contribution rights.

 

As of March 14, 2014 Synergy has sold 107,808 shares of common stock at a price of $6.09 yielding gross proceeds to the Company of $656,238 under the Amendment.