Item 1.01
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Entry into a Material Definitive Agreement
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On August 16, 2018, Krystal Biotech, Inc. (the Company) entered into a stock purchase agreement (the Purchase Agreement) with the
purchaser named therein for the private placement (the Private Placement) of 625,000 shares (the Shares) of the Companys common stock, par value $0.00001 per share (the Common Stock) at $16 per share. The
private placement yielded gross proceeds of $10 million and closed on August 17, 2018.
Pursuant to the Purchase Agreement, the Company also
agreed to file a registration statement with the Securities and Exchange Commission (the SEC) registering the resale of the Shares, to have such registration statement declared effective within the time period set forth in the Purchase
Agreement, and to keep such registration statement effective for up to three years. The Company will pay all expenses of the registration, excluding fees of legal counsel for the purchaser of the Shares.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the
Purchasers, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made
only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in
connection with negotiating the terms of the Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the
investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.
The securities to be issued by the Company pursuant to the Purchase Agreement have not been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from registration requirements. The Company relied and will rely on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Securities
Purchase Agreement filed as Exhibit 99.1 to this Current Report on Form
8-K
and incorporated herein by reference.
On August 16, 2018, the Company issued a press release announcing that it has entered into the Purchase Agreement. A copy of this press release is
attached as Exhibit 99.2 to this Current Report on Form
8-K.
Statements in this report that are not strictly
historical in nature are forward-looking statements. These statements include but are not limited to statements related to the anticipated filing of a registration statement to cover resales of the Shares. These statements are only predictions based
on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors. For a discussion of these and other
factors, please refer to the Companys annual report on Form
10-K
for the year ended December 31, 2017 as well as the Companys subsequent filings with the SEC. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof.