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 October 13, 2021, Sarepta Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters (the “Underwriters”), relating to the public offering (the “Offering”) of 6,172,840 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $81.00 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 $549.1 million. The Offering is expected to close on October 18, 2021, subject to the satisfaction of customary closing conditions. The Company also granted the Underwriters a 30-day option to purchase up to an additional 925,926 shares of Common Stock at the Offering Price, less underwriting discounts and commissions, which option was exercised in full.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (File No. 333-229934), including the prospectus dated February 28, 2019, as supplemented by the prospectus supplement dated October 13, 2021.
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 2.02 | Results of Operations and Financial Condition. |
On October 12, 2021, the Company issued a press release announcing preliminary financial results for the quarter ended September 30, 2021. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On October 12, 2021, the Company issued a press release announcing the Offering, and on October 13, 2021, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.2 and 99.3.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, October 13, 2021 among Sarepta Therapeutics, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) 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 October 12, 2021. | |
| 99.2 | Press release dated October 12, 2021. | |
| 99.3 | Press release dated October 13, 2021. | |
| 104 | The cover page from this Current Report on Form 8-K of Sarepta Therapeutics, Inc., formatted in Inline XBRL and included as Exhibit 101 | |
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: October 15, 2021