a) Underwriting Agreement
On April 24, 2023, IDEAYA Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 7,439,201 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), and, in lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,020,270 shares of Common Stock (the “Warrant Shares”) to the Underwriters (the “Offering”). The price to the public in the Offering is $18.50 per Share and $18.4999 per Pre-Funded Warrant, which is the price per share at which the Shares are being sold to the public in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the Shares from the Company at a price of $17.39 per Share and the Pre-Funded Warrants from the Company at a price of $17.3899 per Pre-Funded Warrant. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 1,418,920 additional shares of Common Stock at the public offering price (the “Underwriters’ Option”).
The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (Registration No. 333-254606).
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The Company, the Company’s directors and executive officers and one of its affiliated holders also agreed not to sell or transfer any Common Stock without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement, for 60 days after the date of the Prospectus, as defined in the Underwriting Agreement.
On April 27, 2023, the Offering closed and the Company completed the sale and issuance of an aggregate of 8,858,121 shares of Common Stock, including the exercise in full of the Underwriters’ Option, and Pre-Funded Warrants to purchase 2,020,270 Warrant Shares. The Company received net proceeds of approximately $188.7 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the form of Pre-Funded Warrant is attached as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.