Spark Therapeutics, Inc. (NASDAQ:ONCE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August3, 2017, Spark Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC acting as the representative of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 4,605,264 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), being sold by the Company. The offering price of the Underwritten Shares to the public is $76.00 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company to the Underwriting Agreement at a price of $71.82 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of the Underwritten Shares of approximately $330.2million. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 690,789 shares of Common Stock (the “Option Shares” and together with the Underwritten Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions.
The Shares will be issued to an automatically effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on June13, 2016 (File No.333-211993). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on August9, 2017, subject to customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto 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.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion with respect to the Shares. A copy of such opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The full text of the press release announcing the pricing of the underwritten public offering on August3, 2017 is attached as Exhibit99.1 hereto and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated August3, 2017, by and between Spark Therapeutics, Inc. and J.P. Morgan Securities LLC |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
| 99.1 | Press release issued August3, 2017 |
Spark Therapeutics, Inc. ExhibitEX-1.1 2 d364600dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 SPARK THERAPEUTICS,…To view the full exhibit click here
About Spark Therapeutics, Inc. (NASDAQ:ONCE)
Spark Therapeutics, Inc. (Spark) is engaged in developing products in the field of gene therapy. The Company focuses on treating orphan diseases. It has a pipeline of product candidates targeting multiple rare blinding conditions, hematologic disorders and neurodegenerative diseases. Its SPK-RPE65 (voretigene neparvovec) targets genetic blinding conditions known as inherited retinal dystrophies (IRDs). Its product candidates include SPK-CHM and SPK-FIX. Its product development portfolio includes product candidates targeting expression of genes in the liver, with an initial focus on hematologic disorders. It is engaged in the development and commercialization of SPK-FIX product candidates for the treatment of hemophilia B. The Company is developing a lead product candidate for the treatment of a form of Batten disease in SPK-TPP1 program. The Company is also conducting preclinical studies on a product candidate for the treatment of Huntington’s disease, a hereditary genetic disorder.