ACCELERON PHARMA INC. (NASDAQ:XLRN) Files An 8-K Other Events
Item 8.01 Other Events.
On January15, 2019, Acceleron Pharma Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and SVB Leerink LLC, as representatives (collectively, the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 5,348,838 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a price to the public of $43.00 per share. The net proceeds to the Company from the sale of the Shares, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $215.8 million. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 802,325 shares of common stock from the Company at the public offering price less underwriting discounts and commissions.
The Offering was made only by means of a prospectus. An automatic shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the Securities and Exchange Commission (the “SEC”) on September19, 2017, and became effective upon filing (Registration No.333-220522). A preliminary prospectus supplement relating to the Offering also was filed with the SEC on January14, 2019, and a final prospectus supplement was filed on January17, 2019. The closing of the Offering is expected to take place on January18, 2019, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K.
Ropes& Gray LLP, counsel to the Company, has issued an opinion to the Company, dated January17, 2019, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit5.1 to this Current Report on Form8-K. Certain information relating to PartII,Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit99.1 to this Current Report on Form8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
ACCELERON PHARMA INC Exhibit
EX-1.1 2 a19-3061_1ex1d1.htm EX-1.1 Exhibit 1.1 Acceleron Pharma Inc. 5,…
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About ACCELERON PHARMA INC. (NASDAQ:XLRN)
Acceleron Pharma Inc. is a United States-based clinical-stage biopharmaceutical company. The Company focuses on the discovery, development and commercialization of therapeutic candidates that are based on mechanisms, which the human body uses to regulate the growth and repair of its cells and tissues. Its therapeutic candidates are used to treat serious and rare diseases. The Company’s pipeline includes Luspatercept, Sotatercept, Dalantercept, ACE-083, ACE-2494, ACE-1332, ACE-3891, ACE-2798, ACE-2536 and ACE-2395. Luspatercept promotes red blood cell production. It is developing Sotatercept for the treatment of chronic kidney disease. Dalantercept treats cancers by inhibiting blood vessel formation by inhibiting signaling through the activin receptor-like kinase (ALK) 1 receptor. ACE-083 is for the treatment of focal muscle disorders. ACE-2494 is designed to treat systemic muscle disorders. ACE-3891, ACE-1332, ACE-2798, ACE-2536 and ACE-2395 are in preclinical stage of development.