Item 1.01.
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Entry Into a Material Definitive Agreement.
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On June 4, 2020, Aileron Therapeutics, Inc., a Delaware corporation (the Company), entered into an underwriting agreement (the
Underwriting Agreement) with William Blair & Company, L.L.C. (the Underwriter) relating to an underwritten public offering (the Offering) of 9,090,910 shares (the Shares) of the Companys
common stock, $0.001 par value per share (the Common Stock). All of the Shares are being sold by the Company. The price to the public is $1.10 per share, and the Underwriter has agreed to purchase the Shares from the Company pursuant to
the Underwriting Agreement at a price of $1.023 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 1,363,636 shares of Common Stock (the
Additional Shares) at the same price per share as the Shares.
The Company estimates that the net proceeds from the Offering will be
approximately $9.1 million, or approximately $10.5 million if the Underwriter exercise in full its option to purchase Additional Shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares, and any Additional Shares, will be offered pursuant to a prospectus supplement dated June 4, 2020 and an accompanying base prospectus
that forms part of the effective registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (SEC) (File
No. 333-226650), which has an initial effectiveness date of July 15, 2019. The closing of the Offering is expected to take place on or about June 8, 2020, subject to the satisfaction of
customary closing conditions
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company,
customary conditions to closing, indemnification obligations of the Company and the underwriter, 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 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 Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms 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 and consent of Wilmer Cutler Pickering Hale and
Dorr LLP, counsel to the Company, relating to the Shares and Additional Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.