ITEM 1.01
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Entry into a Material Definitive Agreement.
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On June 11, 2018, Kadmon Holdings, Inc.
(the “Company”) entered into the following agreements in connection with offerings of an aggregate of 30,303,030 shares
of its common stock, par value $0.001 per share (the “Shares”) at an offering price of $3.30 per share: (i) an
underwriting agreement (the “Underwriting Agreement”), with Jefferies LLC, as representative of the underwriters, relating
to an underwritten offering (the “Underwritten Offering”) of 26,666,667 shares of common stock; and (ii) subscription
agreements (collectively, the “Subscription Agreements”) with certain institutional investors, relating to a registered
direct offering (the “Direct Offering” and, together with the Underwritten Offering, the “Offerings”) of
an aggregate of 3,636,363 shares of common stock. In addition, the Underwriting Agreement provides the underwriters in the Underwritten
Offering a 30-day option to purchase up to an additional 4,000,000 shares of common stock from the Company (the “Underwriters’
Option”).
The closing of the Underwritten Offering
is expected to take place on June 14, 2018, subject to the satisfaction of customary closing conditions. The closing of the Direct
Offering is expected to take place on June 14, 2018 with respect to certain institutional investors and on or about June 26, 2018
with respect to other institutional investors, in each case subject to the satisfaction of customary closing conditions. The Company
estimates that the net proceeds from the Offerings, including the exercise of the Underwriters’ Option, will be approximately
$106.0 million after deducting the underwriting discount and estimated offering expenses payable by the Company.
The Shares are being offered and sold pursuant
to the Company’s shelf registration statement on Form S-3 (Registration No. 333-222364) registering an aggregate of $150
million of designated securities of the Company (the “Registration Statement”). The Registration Statement was declared
effective by the SEC on January 10, 2018.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, 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 agreements 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.
A copy of the legal opinion of Davis Polk
& Wardwell LLP, relating to the Shares issued in the Offerings, is filed as Exhibit 5.1 to this Current Report on Form 8-K
and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The foregoing summaries of the terms of
the Underwriting Agreement and the Subscription Agreements are subject to, and qualified in their entirety by such documents attached
herewith as Exhibits 1.1 and 10.1, to this Current Report on Form 8-K and are incorporated by reference herein.