SAREPTA THERAPEUTICS, INC. (NASDAQ:SRPT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July24, 2017, Sarepta Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs& Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 7,650,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $42.50 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $307.8 million. The Offering is expected to close on July27, 2017, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 1,147,500 shares of Common Stock offered in the public offering at the Offering Price.
The Offering was made to the Company’s effective shelf registration statement on Form S-3, as amended (File No.333-209709), including the prospectus dated February25, 2016, as supplemented by prospectus supplement dated July24, 2017.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.The opinion of Ropes& Gray LLP relating to the validity of the shares to be issued in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
On July24, 2017, the Company issued a press release announcing the Offering and a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2.
In connection with the Offering, approximately $2,000,000 of shares of Common Stock have been allocated to Douglas S. Ingram, President and Chief Executive Officer of the Company, which he intends to purchase in connection with the closing of the Offering.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 1.1 | Underwriting Agreement, dated as of July 24, 2017, among Sarepta Therapeutics, Inc. and Goldman, Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein. |
| 5.1 | Opinion of Ropes & Gray LLP. |
| 23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1). |
| 99.1 | Press release dated July 24, 2017. |
| 99.2 | Press release dated July 24, 2017. |
Sarepta Therapeutics, Inc. ExhibitEX-1.1 2 d429334dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 7,…To view the full exhibit click here
About SAREPTA THERAPEUTICS, INC. (NASDAQ:SRPT)
Sarepta Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the discovery and development of ribonucleic acid (RNA)-targeted therapeutics for the treatment of rare, infectious and other diseases. The Company operates in one segment: the development of pharmaceutical products on its own behalf or in collaboration with others. The Company, through its platform technologies, targets a range of diseases and disorders through RNA-targeted mechanisms of action. The Company is also developing therapeutics using its technology for the treatment of drug-resistant bacteria and infectious, rare and other human diseases. The Company’s lead Duchenne Muscular Dystrophy (DMD) product candidate, Eteplirsen, is an antisense phosphorodiamidate morpholino oligomer (PMO) therapeutic in Phase III clinical development for the treatment of individuals with DMD having an error in the gene coding for dystrophin that is amenable to skipping exon 51.
