bluebird bio, Inc. (NASDAQ:BLUE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On December12, 2017, bluebird bio, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, J.P.Morgan Securities LLC and Cowen and Company, LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 3,243,244shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a price to the public of $185.00 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $569.7million. The Offering is expected to close on December15, 2017, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 486,486 shares of Common Stock at the Offering Price.
The Offering was made to the Company’s effective shelf registration statement on FormS-3ASR (File No.333-216178), including the prospectus dated February22, 2017, as supplemented by a prospectus supplement dated December12, 2017, filed on December13, 2017.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit1.1 to this Current Report on Form8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit5.1 to this Current Report on Form8-K.
Item 1.01 Other Events.
On December11, 2017, the Company issued a press release announcing the Offering. On December12, 2017, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of December12, 2017, among bluebird bio, Inc. and Goldman Sachs& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, J.P. Morgan Securities LLC and Cowen and Company, LLC, as representatives of the underwriters named therein. |
| 5.1 | Opinion of Goodwin Procter LLP. |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit5.1). |
| 99.1 | Press release issued by bluebird bio, Inc. on December11, 2017. |
| 99.2 | Press release issued by bluebird bio, Inc. on December12, 2017. |
bluebird bio, Inc. ExhibitEX-1.1 2 d479340dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 BLUEBIRD BIO,…To view the full exhibit click here
About bluebird bio, Inc. (NASDAQ:BLUE)
bluebird bio, Inc. is a biotechnology company. The Company is focused on developing transformative gene therapies for severe genetic and rare diseases and in the field of T cell-based immunotherapy. Its gene therapy clinical programs include LentiGlobin product candidate to treat transfusion-dependent B-thalassemia (TDT) and severe sickle cell disease (SCD), and Lenti-D product candidate to treat cerebral adrenoleukodystrophy (CALD), a rare hereditary neurological disorder. Its oncology programs are built using lentiviral gene delivery and T cell engineering, with a focus on developing T cell-based immunotherapies, including chimeric antigen receptor (CAR) and T cell receptor (TCR) T cell therapies. Its oncology program, bb2121, is a CAR T cell product candidate targeting B-cell maturation antigen, or BCMA, in multiple myeloma. It also offers discovery research programs utilizing megaTALs/homing endonuclease gene editing technologies for use across its pipeline.