PTC THERAPEUTICS,INC. (NASDAQ:PTCT) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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PTC THERAPEUTICS,INC. (NASDAQ:PTCT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On March28, 2018, PTC Therapeutics,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters listed therein (the “Underwriters”), for which Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives, to issue and sell to the Underwriters 4,000,000 shares of the Company’s common stock (the “Shares”) in a public offering to a Registration Statement on FormS-3 (File No.333-220151) (the “Registration Statement”) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”), at a public offering price of $27.04 per share (the “Offering”). The Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 600,000 shares of its common stock at the public offering price less underwriting discounts and commissions. The Company estimates that the net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $102.5 million (or approximately $117.9 million if the Underwriters exercise in full their option to purchase additional shares).

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters and termination and other customary provisions.

The above description of the Underwriting Agreement is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 1.01. Other Events.

On March28, 2018, the Company announced the pricing of the Shares sold in the Offering. The full text of the press release issued in connection with the announcement is attached to this Current Report on Form8-K as Exhibit99.1 and is incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion with respect to the Shares sold in the Offering. A copy of such opinion, including the consent included therein, is attached to this Current Report on Form8-K as Exhibit5.1.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.


PTC THERAPEUTICS, INC. Exhibit
EX-1.1 2 a18-9409_1ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION   PTC THERAPEUTICS,…
To view the full exhibit click here

About PTC THERAPEUTICS,INC. (NASDAQ:PTCT)

PTC Therapeutics, Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of orally administered, small molecule therapeutics that focus on post-transcriptional control processes. The Company’s lead product, Translarna (ataluren), is used for the treatment of nonsense mutation Duchenne muscular dystrophy (nmDMD) in ambulatory patients with age of over five years and older. Its programs include Translarna for nonsense mutation cystic fibrosis (nmCF), Translarna for mucopolysaccharidosis type I caused by nonsense mutation (nmMPS I), Translarna for nonsense mutation aniridia, Translarna for nonsense mutation Dravet syndrome/CDKL5, Spinal muscular atrophy (SMA) in collaboration with Spinal Muscular Atrophy Foundation (SMA Foundation) and F. Hoffman-La Roche Ltd and Hoffman- La Roche Inc. (collectively Roche), and Cancer stem cell program (PTC596). It has two compounds in clinical development within the SMA program: RG7800 and RG7916.