Juno Therapeutics, Inc. (NASDAQ:JUNO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September21, 2017, Juno Therapeutics, Inc. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten public offering of 6,100,000shares of common stock of the Company (the “Underwritten Shares”) at a price of $41.00 per share. The net proceeds to the Company from this offering and the concurrent private placement described below are expected to be approximately $262.2million, after deducting underwriting discounts and commissions and other estimated offering expenses. The Company intends to use the net proceeds of the offering and the concurrent private placement described below for general corporate purposes and working capital. The Company has granted the Underwriters a 30-day option to purchase up to an additional 915,000 shares of common stock (together with the Underwritten Shares, the “Shares”). The closing of the offering is expected to occur on or about September26, 2017, subject to the satisfaction of customary closing conditions.
The offering is being made to the Company’s effective registration statement on Form S-3 (Registration Statement No.333-220537) (the “Registration Statement”) previously filed with the Securities and Exchange Commission, the related registration statement filed on September 22, 2017 to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), the preliminary prospectus relating to the offering included therein and a final prospectus dated September21, 2017.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, 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. In addition, to the terms of the Underwriting Agreement, certain officers and directors of the Company have entered into “lock-up” agreements with the Underwriters in substantially the form included as Exhibit A to the Underwriting Agreement, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 90-day period, subject to certain exceptions.
In addition, the Company entered into a Share Purchase Agreement and Omnibus Amendment (the “Share Purchase Agreement”) with Celgene Corporation and certain of its subsidiaries (collectively, “Celgene”), to which the Company has agreed to sell and Celgene has agreed to buy 659,415shares of our common stock in a private placement exempt from the registration requirements of the Securities Act, at a sale price equal to the price to the public in the offering made to the Underwriting Agreement and Registration Statement (the “Public Offering”). The closing of this purchase will be conditioned on, and concurrent with, the initial closing of the Public Offering. Celgene has also agreed to purchase in subsequent closings and at the same price a number of shares equal to approximately 10.81% of the number of shares sold in any full or partial exercise of the Underwriters’ option to purchase additional shares in the Public Offering, up to a maximum of 98,912 additional shares of common stock. The Company will receive the full proceeds and will not pay any underwriting discounts or commission with respect to the shares that are sold in the private placement. The number of shares we will sell to Celgene will constitute approximately 9.76% of the aggregate number of the shares sold in the Public Offering and the concurrent private placement to Celgene, which is equal to the percentage of our common stock Celgene beneficially owned following its last exercise of its top-up purchase rights to the share purchase agreement previously entered into with Celgene in June 2015 (the “First Celgene SPA”), as disclosed by the Company in a filing made on Form 8-K on June29, 2015 (the “June 2015 8-K”). The Share Purchase Agreement also amends the terms of the previously disclosed Voting and Standstill Agreement and Registration Rights Agreement, each entered into between the Company and Celgene on June29, 2015, and each also previously disclosed in the June 2015 8-K, in order to subject the shares purchased in the Share Purchase Agreement to the same terms and conditions under such agreements as if the shares had been purchased to the First Celgene SPA.
Based on the number of shares of Juno’s common stock outstanding as of September 21, 2017, upon the closing of the Public Offering and the concurrent private placement to Celgene, Juno will have 113,288,567 shares of common stock outstanding (or 114,302,479 shares of common stock outstanding if the Underwriters fully exercise their option to purchase additional shares in the Public Offering).
The foregoing description of the Underwriting Agreement and the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and the Share Purchase Agreement, copies of which are filed herewith as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.01. Unregistered Sales of Equity Securities.
The information set forth above and referenced under Item 1.01 that relates to the concurrent private placement is hereby incorporated by reference into this Item 1.01. The issuance of the concurrent private placement shares was made in reliance on the exemption from registration contained in Section4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Item 1.01. Financial Statements and Exhibits.
Juno Therapeutics, Inc. ExhibitEX-1.1 2 d452677dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 6,…To view the full exhibit click
About Juno Therapeutics, Inc. (NASDAQ:JUNO)
Juno Therapeutics, Inc. (Juno) is a biopharmaceutical company focused on re-engaging the body’s immune system to revolutionize the treatment of cancer. The Company is developing cell-based cancer immunotherapies based on its chimeric antigen receptor (CAR) and T cell receptor (TCR) technologies to genetically engineer T cells to recognize and kill cancer cells. Juno’s product candidates, JCAR015, JCAR017 and JCAR014, utilize CAR technology to target CD19, a protein expressed on the surface of various B cell leukemias and lymphomas. Its other product candidates include JCAR018: CD22, JCAR023: L1CAM (CD171) and JCAR020: MUC-16/IL-12. The Company’s CAR and TCR technologies alter T cells ex vivo, or outside the body. In addition, the Company holds license to vipadenant, a small molecule adenosine A2a (A2a) receptor antagonist that has the potential to disrupt important immunosuppressive pathways in the tumor microenvironment in certain cancers.