8-K 1 tm2025424d2_8k.htm FORM 8-K





Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 29, 2020





(Exact name of registrant as specified in its charter)




Québec 001-38899 Not applicable
(state or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1111 Dr. Frederik-Philips
Boulevard, Suite 420
Montréal, Québec CA   H4M 2X6
(Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code: (514) 336-0444


  (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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading
Name of each exchange on which registered
Common Shares MIST The Nasdaq Stock Market LLC


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 1.01Entry into a Material Definitive Agreement


On July 29, 2020, Milestone Pharmaceuticals Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Agreement”) with Jefferies LLC, as sales agent (“Jefferies” or the “Agent”), under which the Company may issue and sell its common shares, no par value per share (the “Common Shares”), from time to time for an aggregate sales price of up to $50,000,000 through Jefferies as its sales agent. The Common Shares to be sold under the Agreement, if any, will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-239318), which was declared effective by the Securities and Exchange Commission on July 6, 2020.


The Company is not obligated to make any sales of Common Shares under the Agreement. Jefferies may sell the Common Shares by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made directly on The Nasdaq Global Select Market or any other existing trading market for the Common Shares. Jefferies will use commercially reasonable efforts to sell the Common Shares under the Agreement from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Jefferies a commission equal to 3.0 percent (3.0%) of the aggregate gross sales proceeds of any Common Shares sold through Jefferies under the Agreement (or as otherwise agreed between the Company and the Agent with respect to any Common Shares sold under the Agreement), and also has provided Jefferies with customary indemnification and contribution rights. In addition, the Company has agreed to reimburse certain legal expenses and fees incurred by Jefferies in connection with the offering up to a maximum of $65,000. 


The offering of Common Shares pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Shares subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.


The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Osler, Hoskin & Harcourt LLP relating to the Common Shares being offered pursuant to the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.


This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares nor shall there be any offer, solicitation or sale of the Common Shares 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 other jurisdiction.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.





5.1   Opinion of Osler, Hoskin & Harcourt LLP.
10.1   Open Market Sale AgreementSM, dated July 29, 2020, by and between Milestone Pharmaceuticals Inc. and Jefferies LLC.
23.1   Consent of Osler, Hoskin & Harcourt 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:  July 29, 2020 By: /s/ Amit Hasija
    Amit Hasija
    Chief Financial Officer
    Principal Financial Officer