Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On May23, 2017, Alnylam Pharmaceuticals, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Barclays Capital Inc. (the Underwriter), relating
to an underwritten public offering of 5,000,000 shares (the
Shares) of the Companys 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 $71.87 per share,
and the Underwriter has agreed to purchase the Shares from the
Company to the Underwriting Agreement at a price of $71.13 per
share. After underwriting discounts and commissions and estimated
offering expenses, the Company expects to receive net proceeds
from the offering of approximately $355.2 million (assuming the
Underwriter does not exercise its option to purchase additional
shares referenced below). Under the terms of the Underwriting
Agreement, the Company granted the Underwriter an option,
exercisable for 30 days, to purchase up to an additional 750,000
shares of Common Stock at the same price per share as the Shares
solely to cover over-allotments.
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
May30, 2017, subject to the 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.
| Item3.02. | Unregistered Sales of Equity Securities. |
to the Investor Agreement dated February27, 2014 by and between
the Company and Genzyme Corporation (Sanofi Genzyme), Sanofi
Genzyme has the right, subject to certain exceptions, generally
to maintain its ownership percentage in the Company until Sanofi
Genzyme owns less than 7.5% of the Companys outstanding common
stock, including a right to purchase shares in connection with
public offerings by the Company (the Offering Right).
On May24, 2017, in connection with the offering described under
Item1.01, Sanofi Genzyme notified the Company of its intent to
exercise the Offering Right and purchase directly from the
Company in a private placement 297,501 shares of the Companys
common stock at a price of $71.87 per share, the public offering
price, for aggregate proceeds of approximately $21.4 million. The
private placement is expected to be completed on May30, 2017,
subject to the closing of the offering.
The shares of common stock to be issued to Sanofi Genzyme to the
Offering Right will be issued to the exemption from registration
set forth in Section4(a)(2) of the Securities Act of 1933, as
amended, as the issuance does not involve a public offering.
| Item8.01. | 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.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 |
Underwriting Agreement, dated May23, 2017, by and among Alnylam Pharmaceuticals, Inc. and Barclays Capital Inc. |
|
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 99.1 |
Press Release of Alnylam Pharmaceuticals, Inc. dated May 24, 2017 |
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. Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) Recent Trading Information
Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) closed its last trading session 00.00 at 69.97 with 4,762,629 shares trading hands.
