Current Report Filing (8-k)
May 01 2019 - 4:17PM
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): April 30, 2019
REPLIGEN CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-14656
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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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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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 April 30, 2019, 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 2,734,375 shares of the Companys common stock, $0.01 par value per share (the Common Stock), at a price to the public of $64.00
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 $164.4 million. The Company
has also granted the Underwriters a
30-day
option to purchase up to an additional 410,156 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. 333-231098),
including the prospectus dated April 29, 2019, as supplemented by a prospectus supplement dated April 30, 2019, filed on May 1, 2019. The Offering is expected to
close on or about May 3, 2019, 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 April 29, 2019, the Company issued a press release announcing the commencement of the Offering. On April 30, 2019, the Company issued a press
release announcing the pricing of the Offering. Copies of these press releases are attached to this Current Report on
Form 8-K
as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: May 1, 2019
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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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