Current Report Filing (8-k)
June 29 2017 - 6:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 27, 2017
REPLIGEN CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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0-14656
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04-2729386
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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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41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 250-0111
(Registrants telephone number, including area code)
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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Underwriting Agreement
On June 27, 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 pursuant to the Companys effective
automatic shelf registration statement on Form S-3 (File No. 333-211436), including the prospectus dated May 18, 2016, as supplemented by a prospectus supplement dated June 27, 2017, filed on June 29, 2017. The Offering is
expected to close on or about July 3, 2017, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting
Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-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 Exhibit 5.1 to this Current Report on Form 8-K.
On June 27, 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 Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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1.1
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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
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Opinion of Goodwin Procter LLP
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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99.1
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Press release issued by Repligen Corporation on June 27, 2017
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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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REPLIGEN CORPORATION
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Dated: June 29, 2017
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By:
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/s/ Tony J. Hunt
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Tony J. Hunt
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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1.1
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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
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Opinion of Goodwin Procter LLP
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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99.1
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Press release issued by Repligen Corporation on June 27, 2017
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