RGEN Repligen Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K / A

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 25, 2019

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 250-0111

(Registrant’s telephone number, including area code)

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 ( see General Instruction A.2. below):

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.  ☐

Explanatory Note

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2019 (the “ Original 8-K ”), Repligen Corporation, a Delaware corporation (the “ Company ”), entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with C Technologies, Inc., a New Jersey corporation (“ C Technologies ” or the “ Seller ”), and Craig Harrison, an individual and the sole stockholder of the Seller (the “ Stockholder ”, and together with the Seller, the “ Seller Parties ”) on April 25, 2019. Pursuant to the Purchase Agreement, the Company will purchase from the Stockholder all of the issued and outstanding capital stock of the Seller (the “ Share Purchase ”) for an aggregate purchase price of $240 million. The aggregate purchase price consists of (i) $192 million in cash (the “ Cash Consideration ”), and (ii) $48 million in shares of the Company’s common stock. The Cash Consideration is subject to adjustment based on (i) cash and working capital adjustments, (ii) the amount of the Seller Parties’ transaction expenses and indebtedness that remain unpaid as of the closing of the Share Purchase (such date, the “ Closing ”), and (iii) indemnification obligations for certain claims made following the Closing. Approximately $3.4 million of the Cash Consideration will be placed into a third party escrow account against which the Company may make claims for indemnification and purchase price adjustments. The Purchase Agreement contains customary representations, warranties and covenants of the parties and contains customary conditions to closing. The above description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Original 8-K.