MYOKARDIA,INC. (NASDAQ:MYOK) Files An 8-K Other EventsItem 8.01 Other Events
On May22, 2018, MyoKardia, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of 3,750,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The price to the public in this offering is $49.00 per share. The Underwriters have agreed to purchase the shares from the Company to the Underwriting Agreement at a price of $46.06 per share. The net proceeds to the Company from the offering are expected to be approximately $172.1million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about May25, 2018, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 562,500 additional shares of Common Stock.
The offering is being made to the Company’s effective registration statement on Form S-3 (Registration Statement No.333- 223526), which was previously filed with the Securities and Exchange Commission (the “SEC”) on March8, 2018 and was automatically effective upon filing, and a related prospectus supplement and accompanying prospectus filed with the SEC on May23, 2018 to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”).
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.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.
On May21, 2018, the Company issued a press release announcing the proposed offering, and on May22, 2018, the Company issued a press release announcing the pricing of the offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, to this report.
Forward-Looking Statements
This report contains forward-looking statements as that term is defined in Section27A of the Securities Act and Section21E of the Securities Exchange Act of 1934, as amended. Statements in this report that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, references to the completion of the offering and the expected net proceeds therefrom. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the risk and uncertainties associated with market conditions and the satisfaction of customary closing conditions relating to the offering, as well as risks and uncertainties in the Company’s business, including those risks described in the Company’s periodic reports it files with the SEC. These forward-looking statements are made as of the date hereof, andthe Companyassumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth under the section “Risk Factors” in the preliminary prospectus supplement filed by the Company with the SEC on May21, 2018, including the documents incorporated by reference therein, and in the reports and other documents the Company files with theSEC available at www.sec.gov, including without limitation the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2017and subsequent Quarterly Reports on Form 10-Q.
Item 8.01 Financial Statements and Exhibits
(d)Exhibits.
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated May22, 2018, by and among MyoKardia, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |
| 5.1 | Opinion of Goodwin Procter LLP |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated May21, 2018 |
| 99.2 | Press Release, dated May22, 2018 |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated May22, 2018, by and among MyoKardia, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |
| 5.1 | Opinion of Goodwin Procter LLP |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated May21, 2018 |
| 99.2 | Press Release, dated May22, 2018 |
MyoKardia Inc ExhibitEX-1.1 2 d586211dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 MYOKARDIA,…To view the full exhibit click here
About MYOKARDIA,INC. (NASDAQ:MYOK)
MyoKardia, Inc. is a clinical-stage biopharmaceutical company. The Company focuses on the treatment of heritable cardiomyopathies, a group of rare, genetically-driven forms of heart failure that results from biomechanical defects in cardiac muscle contraction. It is engaged in the business of developing and commercializing therapeutics. Its pipeline includes over four therapeutic programs for the chronic treatment of over two forms of heritable cardiomyopathy-hypertrophic cardiomyopathy (HCM), and dilated cardiomyopathy (DCM). Its lead product candidate, MYK-461, is an orally-administered small molecule that reduces cardiac muscle contractility leading to HCM. In preclinical models of HCM, MYK-461 has been shown to prevent and reverse disease progression and to reduce left ventricular outflow tract obstruction. It is evaluating MYK-461 in over three Phase I clinical trials, including approximately two single ascending dose (SAD) trials and over one multiple ascending dose (MAD) trial.