Item 8.01. Other Events.
On May 27, 2020, BioCryst Pharmaceuticals, Inc., (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Piper Sandler & Co., as representatives of
the underwriters named in Schedule 1 thereto (the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of (a) 18,711,113 shares of the Company’s common stock at a price to the
public of $4.50 per share, and (b) pre-funded warrants to purchase 3,511,111 shares of its common stock at a price to the public of $4.49 per pre-funded warrant (the “Pre-Funded Warrants”). Pursuant to the Underwriting Agreement, the Company also
granted the underwriters a 30-day option (the “Underwriters’ Option”) to purchase up to an additional 3,333,334 shares of the Company’s common stock. On May 28, 2020, the Underwriters exercised the Underwriters’ Option in full. Total gross proceeds
from the Offering to the Company, including from the exercise of the Underwriters’ Option, are expected to be $115 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.
The Pre-Funded Warrants have an exercise price of $0.01 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or
similar events affecting the Company's common stock and also upon any distributions of assets to the Company's stockholders. Each Pre-Funded Warrant is exercisable upon issuance. In the event of certain corporate transactions, the holders of the
Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to
such transaction. The Pre-Funded Warrants do not contain voting rights or any of the other rights or privileges as a holder of the Company’s common stock. The foregoing summary of the Pre-Funded Warrants does not purport to be complete and is subject
to, and qualified in its entirety by, the form of Pre-Funded Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
The shares issuable in the Offering, including pursuant to the Underwriters’ Option, the Pre-Funded Warrants, and the shares of common stock issuable upon exercise of the Pre-Funded Warrants, have been registered under
the Securities Act of 1933 (the “Securities Act”) pursuant to a registration statement on Form S-3 (Registration No. 333-237820) of the Company (the “Registration Statement”), and a prospectus supplement dated May 27, 2020, filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities Act on May 29, 2020. The closing of the Offering, including the shares issuable pursuant to the exercise of the Underwriters’ Option, is expected to occur on June 1, 2020. The legal
opinion of Gibson, Dunn & Crutcher LLP relating to the Registration Statement is filed herewith as Exhibit 5.1.