Global Blood Therapeutics, Inc. (NASDAQ:GBT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March8, 2018, Global Blood Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the several underwriters (the “Underwriters”), to issue and sell 4,000,000 shares of common stock of the Company (“Common Stock”) in an underwritten public offering to a Registration Statement on Form S-3ASR (File No.333-220127) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”). In addition, the Underwriters were granted a 30-day option to purchase up to 600,000 additional shares of Common Stock (the “Option”). On March 9, 2018, the Underwriters exercised the Option in full. The public offering price was $54.00 per share of Common Stock. The Company estimates that the gross proceeds from the Offering, including the shares to be sold to the Option, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $248.4million. The Offering is expected to close on or about March13, 2018.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On March8, 2018, the Company issued a press release announcing the commencement of the Offering. On March8, 2018, the Company issued a press release announcing that it had priced the Offering. On March 12, 2018, the Company issued a press release announcing that the Underwriters exercised the Option in full. Copies of the press releases are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
Global Blood Therapeutics, Inc. ExhibitEX-1.1 2 d520968dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 4,…To view the full exhibit click here
About Global Blood Therapeutics, Inc. (NASDAQ:GBT)
Global Blood Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in discovering, developing and commercializing therapeutics to treat blood-based disorders. The Company’s segment is engaged in discovering, developing and commercializing therapeutics to treat blood-based disorders. It is developing its initial product candidate, GBT440, as an oral, once-daily therapy for sickle cell disease (SCD) and is evaluating GBT440 in SCD subjects in an ongoing Phase I/II clinical trial. SCD is a genetic disease marked by red blood cell (RBC) destruction and occluded blood flow and hypoxia, leading to anemia, stroke, multi-organ failure, severe pain crises, and shortened patient life span. GBT440 inhibits abnormal hemoglobin polymerization, the underlying mechanism of RBC sickling. It is also engaged in other research and development activities targeted towards hereditary angioedema (HAE).