Agios Pharmaceuticals, Inc. (NASDAQ:AGIO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Public Offering

On April 18, 2017, Agios Pharmaceuticals, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with J.P. Morgan Securities LLC and Goldman, Sachs Co.
acting as representatives of the several underwriters named
therein (collectively, the Underwriters), relating to an
underwritten public offering of 5,050,505 shares (the
Underwritten Shares) of the Companys common stock, par value
$0.001 per share (the Common Stock). All of the Underwritten
Shares are being sold by the Company. The offering price of the
Underwritten Shares to the public is $49.50 per share, and the
Underwriters have agreed to purchase the Underwritten Shares from
the Company to the Underwriting Agreement at a price of $46.53
per share. After underwriting discounts and commissions and
estimated offering expenses, the Company expects to receive net
proceeds from the offering of approximately $235 million. Under
the terms of the Underwriting Agreement, the Company has granted
the Underwriters an option, exercisable for 30 days, to purchase
up to an additional 757,575 shares of Common Stock (the Option
Shares and together with the Underwritten Shares, the Shares) at
the public offering price less the underwriting discounts and
commissions.

The Underwritten Shares and any Option Shares will be issued to
an automatically effective shelf registration statement on Form
S-3 that the
Company filed with the Securities and Exchange Commission (the
SEC) on December9, 2014 (File No.333-200822). A prospectus
supplement relating to the offering has been filed with the SEC.
The closing of the offering is expected to take place on April
24, 2017, subject to customary closing conditions.

A copy of the
Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of
the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.

A copy of the
legal opinion and consent of Wilmer Cutler Pickering Hale and
Dorr LLP relating to the Shares is attached as Exhibit 5.1
hereto.

The full text of
the press release announcing the pricing of the underwritten
public offering on April 18, 2017 is attached as Exhibit 99.1
hereto and is incorporated herein by reference.

(d)
Exhibits.

See the Exhibit
Index which immediately follows the hereto, which Exhibit Index
is incorporated herein by reference.

About Agios Pharmaceuticals, Inc. (NASDAQ:AGIO)

Agios Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is engaged in the discovery and development of orally available small molecule medicines for the treatment of cancer and rare genetic disorders (RGDs), which are a subset of orphan genetic metabolic diseases. Its cancer product candidates are AG-221 and AG-120, which targets mutated isocitrate dehydrogenase 2 and 1, or IDH2 and IDH1, respectively, and AG-881, which targets both mutated IDH1 and mutated IDH2. The lead product candidate in its RGD programs, AG-348, targets pyruvate kinase-R for the treatment of pyruvate kinase deficiency. Its AG-221 is an orally available, selective, inhibitor of the mutated IDH2 protein indicated for the treatment of patients with cancers. Its AG-120 is an orally available, selective, inhibitor of the mutated isocitrate dehydrogenase (IDH1) protein for the treatment of patients with cancers. AG-881 is an orally available, selective, brain-penetrant, pan-IDH mutant inhibitor.

Agios Pharmaceuticals, Inc. (NASDAQ:AGIO) Recent Trading Information

Agios Pharmaceuticals, Inc. (NASDAQ:AGIO) closed its last trading session down -1.62 at 48.74 with 1,285,084 shares trading hands.