UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 4, 2022, Repligen Corporation (the “Company”) entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Base Indenture, dated July 19, 2019, as supplemented by that certain First Supplemental Indenture thereto, dated July 19, 2019 (collectively, the “Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee, governing the Company’s outstanding 0.375% Convertible Senior Notes due 2024 (the “Notes”).
Prior to April 15, 2024, the Notes will be convertible at the option of holders of the Notes only upon satisfaction of certain conditions and during certain periods, and thereafter, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Pursuant to the Second Supplemental Indenture, the Company irrevocably elected Combination Settlement (as defined in the Indenture) with a Specified Dollar Amount (as defined in the Indenture) per $1,000 principal amount of Notes converted of $1,000 for the settlement method in respect of any conversion of Notes that occurs on or after the date of the Second Supplemental Indenture.
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by the full text of the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Second Supplemental Indenture, dated as of March 4, 2022, by and between Repligen Corporation and Wilmington Trust, National Association, as trustee. | |
| 104 | Cover Page Interactive 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.
| REPLIGEN CORPORATION | ||||||
| Dated: March 8, 2022 | By: | /s/ Tony J. Hunt | ||||
| Tony J. Hunt | ||||||
| President and Chief Executive Officer | ||||||