UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 20, 2023 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 19, 2023, Deciphera Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, Cowen and Company, LLC and Guggenheim Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of an aggregate of 6,944,445 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to the Underwriters (the “Offering”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 1,041,666 additional shares (the “Option Shares” and together with the Firm Shares, the “Shares”) of Common Stock.
The Shares will be sold to the purchasers at a public offering price of $18.00 per share.
The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement. The Company estimates that the net proceeds from the Offering will be approximately $117.1 million, or approximately $134.7 million if the Underwriters exercise in full their option to purchase the Option Shares, after deducting underwriting discounts and commissions and estimated offering expenses. The Offering is expected to close on or about January 24, 2023, subject to customary closing conditions.
The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-266523) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 4, 2022, and declared effective by the SEC on August 10, 2022 and a related prospectus supplement.
The foregoing description 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 full text of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated January 19, 2023 | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 104 | Cover Page lnteractive Data File (embedded within the Inline XBRL document). | |
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.
| Date: January 20, 2023 | DECIPHERA PHARMACEUTICALS, INC. | |||||
| By: | /s/ Steven L. Hoerter | |||||
| Name: | Steven L. Hoerter | |||||
| Title: | President and Chief Executive Officer | |||||