Current Report Filing (8-k)
April 10 2023 - 9:01AM
Edgar (US Regulatory)
0001377121
false
0001377121
2023-04-04
2023-04-04
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):
April 4, 2023
PROTAGONIST THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-37852 |
|
98-0505495 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
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:
¨ |
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)) |
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, par value $0.00001 |
|
PTGX |
|
The Nasdaq Stock Market, LLC |
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. ¨
Item 8.01. Other Events.
Underwriting Agreement
On April 4, 2023, Protagonist Therapeutics, Inc.
(“Protagonist” or the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC and Piper Sandler & Co., as representatives of the
several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance
and sale of 5,000,000 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 $20.00 per share, and the Underwriters have agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $18.80 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 750,000 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 $100.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by
the Company. The offering is expected to close on April 10, 2023, 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.
The securities described above were offered pursuant
to a shelf registration statement (File No. 333-266595), which became effective on August 16, 2022. A final prospectus supplement
dated April 4, 2023 relating to and describing the terms of the offering was filed with the U.S. Securities and Exchange Commission
on April 5, 2023.
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 Gibson, Dunn & Crutcher 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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
Protagonist Therapeutics, Inc. |
|
|
Dated: April 10, 2023 |
|
|
|
|
|
By: |
/s/ Asif Ali |
|
|
Asif Ali |
|
|
Chief Financial Officer |
Protagonist Therapeutics (NASDAQ:PTGX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Protagonist Therapeutics (NASDAQ:PTGX)
Historical Stock Chart
From Jul 2023 to Jul 2024