Item 1.01. Entry into a Material Definitive Agreement.
On September 11, 2018, Endocyte, Inc., a Delaware corporation (the “
Company
”), entered into an underwriting agreement (the “
Underwriting Agreement
”) with Jefferies LLC, Wells Fargo Securities, LLC, and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “
Underwriters
”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions expressed therein, 9,459,460 shares of the Company’s common stock, par value $0.001 per share (the “
Common Stock
”), at a price to the public of $18.50 per share. Pursuant to the Underwriting Agreement, the Company also granted to the Underwriters a 30-day option to purchase up to an additional 1,418,919 shares of Common Stock on the same terms and conditions.
The Company expects the offering to close on or about September 14, 2018, subject to the satisfaction of customary closing conditions. The net proceeds to the Company from the offering are expected to be approximately $164.0 million (or approximately $188.7 million if the Underwriters exercise their option to purchase additional shares of Common Stock in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “
Securities Act
”).
The shares are being offered and sold pursuant to a prospectus supplement dated September 11, 2018, and an accompanying base prospectus dated September 10, 2018, pursuant to the Company’s automatically effective registration statement on Form S-3 (File No. 333-227261). The opinion of Faegre Baker Daniels LLP regarding the validity of the shares of Common Stock is filed herewith as Exhibit 5.1.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. 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 condition of the Company or any of the subsidiaries or affiliates of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.