Item 8.01. Other Events.
On August 7, 2018, Progenics Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Credit Suisse Securities (USA) LLC, as joint book-running managers and as representatives of the several underwriters named on Schedule A attached thereto (collectively, the “Underwriters”). Subject to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, an aggregate of 9,090,909 primary shares of the Company’s common stock (the “Firm Shares”) at a public offering price of $8.25 per share. In addition, the Company has granted the Underwriters an option, exercisable for 30 days after August 7, 2018, to purchase an aggregate of up to 1,363,636 additional shares of the Company’s common stock.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary indemnification obligations of the Company and the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and termination and other provisions customary for transactions of this nature. The representations, warranties and covenants of the Company contained in the Underwriting Agreement were made only for purposes thereof and as of specific dates, are solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the parties. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.
The Company issued and delivered the Firm Shares on August 10, 2018. The net proceeds to the Company from the issuance of the Firm Shares are approximately $70.0 million.
The offering of the Firm Shares was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on January 6, 2017 (File No. 333-215454), a base prospectus, dated January 19, 2017, included as part of the registration statement, and a prospectus supplement, dated August 7, 2018, filed with the SEC on August 8, 2018 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The foregoing summary of the Underwriting Agreement is qualified by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.