Savara Inc false 0001160308 0001160308 2025-10-29 2025-10-29
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): October 29, 2025
SAVARA INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-32157 |
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84-1318182 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 1717 Langhorne Newtown Road Suite 300 |
| Langhorne, PA 19047 |
| (Address of principal executive offices, including zip code) |
(512) 614-1848
(Registrant’s telephone number, including area code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
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SVRA |
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The Nasdaq Global Select Market |
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 October 29, 2025, Savara Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (i) an aggregate of 23,809,524 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants to purchase an aggregate of 7,142,857 shares of Common Stock with an exercise price of $0.001 per share (the “Pre-Funded Warrants”), to the Underwriters in an underwritten offering (the “Offering”). The public offering price of the Shares is $4.20 per share, and the offering price of the Pre-Funded Warrants is $4.199 per Pre-Funded Warrant, which represents the per share offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant. The Company also granted the underwriters a 30-day option to purchase up to an additional 4,642,857 shares at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on October 31, 2025, subject to the satisfaction of customary closing conditions.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279274), which was previously filed with the Securities Exchange Commission (the “SEC”) on May 9, 2024 and declared effective on May 21, 2024. A prospectus supplement relating to the Offering will be filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to the Underwriting Agreement. The foregoing description of the material terms of the Underwriting Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant. Copies of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and each is incorporated herein by reference.
Polsinelli PC, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the securities in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
A copy of the press release announcing the pricing of the offering is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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| 1.1 |
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Underwriting Agreement, dated October 29, 2025, by and among Savara Inc., Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein. |
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| 4.1 |
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Form of Pre-Funded Warrant |
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| 5.1 |
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Opinion of Polsinelli PC. |
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| 23.1 |
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Consent of Polsinelli PC (included in Exhibit 5.1). |
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| 99.1 |
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Press Release of Savara Inc., dated October 29, 2025. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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| Date: October 30, 2025 |
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SAVARA INC. a Delaware corporation |
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By: |
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/s/ Dave Lowrance |
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Dave Lowrance |
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Chief Financial & Administrative Officer |
