Form 8-K

 

 

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): July 24, 2017

 

 

SAREPTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14895   93-0797222

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

215 First Street

Suite 415

Cambridge, MA

  02142
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 274-4000

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.  ☐

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On July 24, 2017, Sarepta Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 7,650,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $42.50 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $307.8 million. The Offering is expected to close on July 27, 2017, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 1,147,500 shares of Common Stock offered in the public offering at the Offering Price.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (File No. 333-209709), including the prospectus dated February 25, 2016, as supplemented by prospectus supplement dated July 24, 2017.

The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The opinion of Ropes & Gray LLP relating to the validity of the shares to be issued in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 8.01 Other Events.

On July 24, 2017, the Company issued a press release announcing the Offering and a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2.

In connection with the Offering, approximately $2,000,000 of shares of Common Stock have been allocated to Douglas S. Ingram, President and Chief Executive Officer of the Company, which he intends to purchase in connection with the closing of the Offering.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
   Description
  1.1    Underwriting Agreement, dated as of July 24, 2017, among Sarepta Therapeutics, Inc. and Goldman, Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.
  5.1    Opinion of Ropes & Gray LLP.
23.1    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
99.1    Press release dated July 24, 2017.
99.2    Press release dated July 24, 2017.


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.

 

Sarepta Therapeutics, Inc.
By:   /s/ Douglas S. Ingram
  Douglas S. Ingram.
  President and Chief Executive Officer

Date: July 25, 2017


EXHIBIT INDEX

 

Exhibit
Number
   Description
  1.1    Underwriting Agreement, dated as of July 24, 2017, among Sarepta Therapeutics, Inc. and Goldman, Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.
  5.1    Opinion of Ropes & Gray LLP.
23.1    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
99.1    Press release dated July 24, 2017.
99.2    Press release dated July 24, 2017.