bluebird bio, Inc. (NASDAQ:BLUE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On June27, 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
and Cowen and Company, LLC, as representatives of the
underwriters named therein (collectively, the Underwriters),
relating to the public offering (the Offering) of 3,810,000
shares of the Companys common stock, $0.01 par value per share
(the Common Stock), at a price to the public of $105.00 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 $379.7million. The Offering is
expected to close on June30, 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
571,500 shares of Common Stock at the Offering Price.
The Offering was made to the Companys effective shelf
registration statement on Form S-3ASR (File No.333-216178), including the
prospectus dated February22, 2017, as supplemented by a
prospectus supplement dated June27, 2017, filed on June28,
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 Exhibit 1.1 to this Current Report on Form 8-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 Exhibit 5.1 to this
Current Report on Form 8-K.
Item8.01 |
Other Events. |
On June26, 2017,
the Company issued a press release announcing the Offering. On
June27, 2017, the Company issued a press release announcing the
pricing of the Offering. Copies of these press releases are
attached hereto as Exhibits 99.1 and 99.2, respectively, and are
each incorporated herein by reference.
Item9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
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| 1.1 |
Underwriting Agreement, dated as of June27, 2017, among bluebird bio, Inc. and Goldman Sachs Co. LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated and Cowen and Company, LLC, as representatives of the underwriters named therein. |
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| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 99.1 | Press release issued by bluebird bio, Inc. on June26, 2017. | |
| 99.2 | Press release issued by bluebird bio, Inc. on June27, 2017. |
bluebird bio, Inc. ExhibitEX-1.1 2 d418397dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION 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.