REPLIGEN CORPORATION (NASDAQ:RGEN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
Underwriting Agreement
On June27, 2017, Repligen Corporation(the Company) entered into
an underwriting agreement (the Underwriting Agreement) with J.P.
Morgan Securities LLC and Stephens Inc., as representatives of
the underwriters named therein (collectively, the Underwriters),
relating to an underwritten public offering (the Offering) of
2,807,017 shares of the Companys common stock, $0.01 par value
per share (the Common Stock), at a price to the public of $42.75
per share (the Offering Price). After deducting the underwriting
discounts and commissions and estimated offering expenses, the
Company expects to receive net proceeds from the Offering of
approximately $112.3 million. The Company has also granted the
Underwriters a 30-day option to purchase up to an additional
421,052 shares of Common Stock at the Offering Price, less
underwriting discounts and commissions.
The Offering was made to the Companys effective automatic shelf
registration statement on FormS-3 (File No.333-211436), including
the prospectus dated May18, 2016, as supplemented by a prospectus
supplement dated June27, 2017, filed on June29, 2017. The
Offering is expected to close on or about July3, 2017, subject to
the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit1.1 to
this Current Report on Form8-K and is incorporated herein by
reference. The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit.
A copy of 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 Exhibit5.1 to this Current Report on
Form8-K.
Item8.01 |
Other Events |
On June27, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of this press release is
attached to this Current Report on Form8-K as Exhibit99.1 and is
incorporated herein by reference.
Item9.01 |
Financial Statements and Exhibits. |
(d)Exhibits.
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| 1.1 |
Underwriting Agreement, dated as of June 27, 2017, among Repligen Corporation, J.P. Morgan Securities LLC and Stephens Inc., 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 Exhibit5.1) | |
| 99.1 | Press release issued by Repligen Corporation on June 27, 2017 |
REPLIGEN CORP ExhibitEX-1.1 2 d398050dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 2,…To view the full exhibit click here About REPLIGEN CORPORATION (NASDAQ:RGEN)
Repligen Corporation is a bioprocessing company. The Company is focused on the development, production and commercialization of products used in the process of manufacturing biologic drugs (bioprocessing). The Company is a manufacturer of both native and recombinant forms of Protein A, critical reagents used in biomanufacturing to separate and purify monoclonal antibodies, a type of biologic drug. The Company also supplies several growth factor products, Alternating Tangential Flow (ATF) System products and cell filtration products used to increase cell culture productivity during the bioproduction process. The Company has developed a series of OPUS chromatography columns for use in clinical-scale manufacturing. The Company manufactures and sells Protein A and growth factors to life sciences companies under long-term supply agreements and sells its chromatography columns, as well as media and quality test kits.