Current Report Filing (8-k)
December 12 2019 - 5:26PM
Edgar (US Regulatory)
0001235010
false
0001235010
2019-12-10
2019-12-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 11, 2019
Momenta Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
|
000-50797
|
|
04-3561634
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
301 Binney Street, Cambridge, MA
|
|
02142
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(617) 491-9700
(Registrant’s telephone number,
including area code)
Not applicable
(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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ¨
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
Common Stock, $0.0001 par value per share
|
|
MNTA
|
|
The Nasdaq Global Select Market
|
On December 11, 2019, Momenta
Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the
“Representatives”) of the several underwriters named therein (the “Underwriters”), in
connection with the public offering, issuance and sale by the Company of 14,516,130 shares of the Company’s common
stock, par value $0.0001 per share, at a public offering price of $15.50 per share, less underwriting discounts and
commissions, pursuant to an effective registration statement on Form S-3 (File No. 333-233106) and a related prospectus
supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company has
also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,177,419 shares of its
common stock at the public offering price, less underwriting discounts and commissions.
The Company expects to receive net proceeds
from the offering of approximately $212.3 million, or approximately $244.2 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 Company intends to use the net proceeds of the offering for the development of its pipeline of product candidates
and for general corporate purposes, including working capital.
The Underwriting Agreement contains customary
representations, warranties 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 above description of the Underwriting
Agreement 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 hereto and is incorporated herein by reference.
Latham & Watkins LLP, counsel to the
Company, has issued an opinion to the Company, dated December 12, 2019, regarding the validity of the shares of common stock
to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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.
|
MOMENTA PHARMACEUTICALS, INC.
|
|
|
Date: December 12, 2019
|
By:
|
/s/ Michelle Robertson
|
|
|
Michelle Robertson
|
|
|
Chief Financial Officer
|
Momenta Pharmaceuticals (NASDAQ:MNTA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Momenta Pharmaceuticals (NASDAQ:MNTA)
Historical Stock Chart
From Apr 2023 to Apr 2024