Current Report Filing (8-k)
December 12 2018 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 6, 2018
Global Blood Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37539
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27-4825712
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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IRS Employer
Identification No.)
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171 Oyster Point Blvd., Suite 300
South San Francisco, CA 94080
(Address of principal executive offices)
Registrants telephone number, including area code: (650)
741-7700
(Former name or former address, if changed since last report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
(17 CFR 240.14a-12)
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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 Entry into a Material Definitive Agreement.
Underwritten Public Offering
On
December 7, 2018, Global Blood Therapeutics, Inc. (the
Company
) entered into an underwriting agreement (the
Underwriting Agreement
) with Cantor Fitzgerald & Co., as
representative of the several underwriters named therein (the
Underwriters
), to issue and sell 3,409,090 shares of common stock of the Company (
Common Stock
) in an underwritten public offering (the
Offering
) pursuant to a Registration Statement on
Form S-3ASR
(File
No. 333-220127)
containing a related base prospectus and
prospectus supplement.
The public offering price was $44.00 per share of Common Stock. The Company estimates that the gross proceeds
from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $150.0 million. The Offering closed on December 11, 2018. In addition, the
Underwriters have a
30-day
option to purchase 511,363 additional shares of Common Stock.
The
Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended, 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 agreement, speak 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 Underwriting Agreement is filed as Exhibit 1.1 to this
Form 8-K
and is
incorporated herein by reference. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion as to the legality of the shares of Common
Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this
Form 8-K.
Item 8.01
Other Events.
Press Releases for Underwritten Public Offering
On December 6, 2018, the Company issued a press release announcing the commencement of the Offering. On December 7, 2018, the Company
issued a press release announcing the pricing of the Offering. Copies of the press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this
Form 8-K
and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(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.
Dated: December 12, 2018
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GLOBAL BLOOD THERAPEUTICS, INC.
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By:
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/s/ Jeffrey Farrow
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Jeffrey Farrow
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Chief Financial Officer
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