Current Report Filing (8-k)
May 12 2020 - 10:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 11, 2020
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PROTAGONIST THERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-37852
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98-0505495
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Protagonist Therapeutics, Inc.
7707 Gateway Blvd., Suite 140
Newark, California 94560-1160
(Address of principal executive offices,
including zip code)
(510) 474-0170
(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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.00001
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PTGX
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The Nasdaq Stock Market LLC
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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 x
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. x
Item 8.01. Other Events.
Underwriting Agreement
On May 11, 2020, Protagonist
Therapeutics, Inc. (“Protagonist” or “the Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Jefferies LLC and BMO Capital Markets Corp., as representatives of the several underwriters
named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale of 7,000,000
shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). The price to the
public in this offering is $14.00 per share, and the Underwriters have agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $13.16 per share. Under the terms of the Underwriting Agreement,
Protagonist also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,050,000 shares
of Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company
from this offering are expected to be approximately $98.0 million, before deducting underwriting discounts and commissions
and other estimated offering expenses payable by the Company, or $112.7 million if the Underwriters exercise in full their
option to purchase additional shares of Common Stock. The offering is expected to close on May 14, 2020, subject to customary
closing conditions.
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 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, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to the
Company’s effective registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-234414)
previously filed with the SEC and a preliminary and final prospectus supplement thereunder.
The Underwriting Agreement is filed as Exhibit
1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to
such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering
is attached as Exhibit 5.1 hereto.
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.
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Protagonist Therapeutics, Inc.
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Dated:
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May 12, 2020
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By:
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/s/ Don Kalkofen
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Don Kalkofen
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Chief Financial Officer
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