Current Report Filing (8-k)
September 23 2016 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2016
Sarepta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14895
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93-0797222
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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215 First Street
Suite 415
Cambridge, MA
02142
(Address of principal executive offices, including zip code)
(617) 274-4000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On September 22, 2016, Sarepta
Therapeutics, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the underwriters named therein
(collectively, the Underwriters), relating to the public offering (the Offering) of 5,020,921 shares of the Companys common stock, $0.0001 par value per share (the Common Stock), at a price to the public of
$59.75 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 $284.7 million. The Offering is expected to close on September 27, 2016, 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 753,138 shares of Common Stock offered in the public offering at the Offering Price.
The
Offering was made pursuant to the Companys effective shelf registration statement on Form S-3, as amended (File No. 333-209709), including the prospectus dated February 25, 2016, as supplemented by a prospectus supplement dated
September 22, 2016.
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 September 21, 2016, the Company issued a press release announcing
the Offering, and on September 22, 2016, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated as of September 22, 2016, among Sarepta Therapeutics, Inc. and J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the underwriters named therein
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5.1
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Opinion of Ropes & Gray LLP
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23.1
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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99.1
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Press release dated September 21, 2016
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99.2
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Press release dated September 22, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Sarepta Therapeutics, Inc.
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By:
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/s/ Edward M. Kaye, M.D.
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Edward M. Kaye, M.D.
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President, Chief Executive Officer and Chief Medical Officer
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Date: September 23, 2016
EXHIBIT INDEX
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated as of September 22, 2016, among Sarepta Therapeutics, Inc. and J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the underwriters named therein
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5.1
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Opinion of Ropes & Gray LLP
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23.1
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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99.1
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Press release dated September 21, 2016
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99.2
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Press release dated September 22, 2016
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