Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November13, 2017, Alnylam Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs& Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering of 5,600,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). All of the shares are being sold by the Company. The offering price to the public is $125.00 per share, and the Underwriters have agreed to purchase the Shares from the Company to the Underwriting Agreement at a price of $121.875 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $682.1million (assuming the Underwriters do not exercise their option to purchase additional shares referenced below). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 840,000 shares of Common Stock at the same price per share as the Shares.
The Shares will be issued to an automatically effective shelf registration statement that the Company filed with the Securities and Exchange Commission (the “SEC”) on May5, 2017 (File No.333-217688). A prospectus supplement relating to the offering has been filed with the SEC. The offering is expected to close on November16, 2017, subject to satisfaction of 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 material terms 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 Goodwin Procter LLP relating to the Shares is attached as Exhibit 5.1 hereto.
Item 1.01. Other Events.
A copy of the press release announcing the pricing of the public offering is attached to this Current Report on Form 8-K as Exhibit99.1.
Item 1.01. Financial Statements and Exhibits.
(d)Exhibits
ALNYLAM PHARMACEUTICALS, INC. ExhibitEX-1.1 2 d495806dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION ALNYLAM PHARMACEUTICALS,…To view the full exhibit click here
About Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY)
Alnylam Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is engaged in developing therapeutics based on ribonucleic acid (RNA) interference (RNAi). The Company is focused on the use of its N-acetylgalactosamine (GalNAc)-conjugate strategy for delivery of small interfering RNAs (siRNAs). Its investigational RNAi therapeutics focus on Strategic Therapeutic Areas (STArs), including Genetic Medicines, with a pipeline of RNAi therapeutics for the treatment of diseases; Cardio-Metabolic Disease, with a pipeline of RNAi therapeutics toward genetically validated, liver-expressed disease in cardiovascular and metabolic diseases, such as dyslipidemia, hypertension, non-alcoholic steatohepatitis (NASH) and type II diabetes, and Hepatic Infectious Disease, with a pipeline of RNAi therapeutics for the treatment of hepatic infectious diseases. Its Genetic medicines include Patisiran (ALN-TTR02) and Fitusiran (ALN-AT3), and additional genetic programs, including ALN-AAT.