Entry into a Material Definitive Agreement.
On November 12, 2020, Five Prime Therapeutics, Inc. (the
“Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Cowen and
Company, LLC and SVB Leerink LLC (the “Representatives”), as representatives of
the several underwriters (collectively, the “Underwriters”), relating to the issuance
and sale of 7,200,000 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), at a price to the public of
$21.00 per share (the “Offering”). In addition, the Company
has granted to the Underwriters an option to purchase up to an
additional 1,080,000 shares of Common Stock. The net proceeds
to the Company from the Offering are expected to be approximately
$141.9 million (or approximately $163.2 million if the
Underwriters exercise their option to purchase additional shares in
full), after deducting underwriting discounts and commissions and
estimated offering expenses payable by the Company.
The Offering is being made pursuant to the Company’s shelf
registration statement on Form S-3 (File No. 333-228206), declared
effective by the Securities and Exchange Commission on
August 22, 2019, a base prospectus dated August 22, 2019
and the related prospectus supplement dated November 12, 2020.
The Offering is expected to close on or about November 17,
2020, subject to satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company,
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, covenants and
agreements 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.
Certain of the Company’s directors and executive officers have
agreed, subject to certain exceptions, not to sell or transfer any
shares of Common Stock for 90 days, and the Company has agreed not
to sell or transfer any shares of the Company’s Common Stock for 90
days, in each case, after November 12, 2020, without first
obtaining the written consent of the Representatives.
The foregoing description of the terms of each of the Underwriting
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Underwriting Agreement, which is
attached as Exhibit 1.1 hereto and incorporated by reference
A copy of the opinion of Cooley LLP relating to the legality of the
issuance and sale of the Common Stock in the Offering is attached
as Exhibit 5.1 hereto.
On November 12, 2020, the Company issued a press release
announcing the pricing of the Offering. A copy of the Company’s
press release announcing the pricing is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Financial Statements and Exhibits.