On May 3, 2017, Ignyta, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC and Piper Jaffray & Co. as representatives of the several underwriters named therein (collectively, the Underwriters), relating
to the issuance and sale of 12,500,000 shares of the Companys common stock, par value $0.0001 per share (the Common Stock). The price to the public in this offering is $6.15 per share. The Underwriters have agreed to purchase the
shares from the Company pursuant to the Underwriting Agreement at a price of $5.781 per share. In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a
30-day
option to purchase up to 1,875,000 additional shares of Common Stock (the Underwriters Option). On May 4, 2017, the Underwriters exercised in full the Underwriters Option.
The sale of the 14,375,000 shares of Common Stock was completed on May 9, 2017. The aggregate net proceeds to the Company from the
offering are expected to be approximately $82.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The offering is being made pursuant to the Companys effective registration statement on Form
S-3
(Registration Statement
No. 333-208743)
previously filed with and declared effective by the Securities and Exchange Commission (the SEC) and a prospectus supplement and accompanying prospectus
filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary
conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by
the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance
and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.
On May 2, 2017, the Company issued a press
release announcing the proposed offering, on May 4, 2017, the Company issued a press release announcing the pricing of the offering, and on May 9, 2017, the Company issued a press release announcing the closing of the offering and the
exercise in full of the Underwriters Option. Copies of the press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, to this report.
Forward-Looking Statements
This report
contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this report that are not purely historical are forward-looking statements.
Such forward-looking statements include, among other things, references to the expected net proceeds of the offering. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include,
among others, the risk and uncertainties associated with market conditions and the satisfaction of customary closing conditions relating to the offering, as well as risks and uncertainties in the Companys business, including those risks
described in the Companys periodic reports it files with the SEC. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other
documents the Company files with the SEC available at
www.sec.gov
, including without limitation the Companys Annual Report on Form
10-K
for the year ended December 31, 2016 and
subsequent Quarterly Reports on Form
10-Q.