Item 1.01 Entry into a Material Definitive Agreement.
On
The Company made certain customary representations, warranties and covenants
concerning the Company and the registration statement in the Underwriting
Agreement and also agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). The Offering is made pursuant to the Company's effective
shelf registration statement on Form S-3 (File No. 333-227814), including the
prospectus dated
The foregoing description of certain terms of the Underwriting Agreement and the
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Underwriting
Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by
reference herein. A copy of the opinion of
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJune 2, 2020 , by and among the Company andGoldman Sachs & Co. LLC ,Jefferies LLC , andSVB Leerink LLC , as representatives of the several underwriters listed on Schedule A thereto 5.1 Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1) 99.1 Press release announcing the launch of the underwritten offering, datedJune 1, 2020 99.2 Press release announcing the pricing of the underwritten offering, datedJune 2, 2020 104 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Forward Looking Statements
This Current Report on Form 8-K and certain of the materials furnished or filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Intellia's anticipated public offering. The words "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, such as the intended offering terms, are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed
--------------------------------------------------------------------------------
or implied by any forward-looking statements, including, without limitation,
uncertainties related to market conditions and the completion of the public
offering on the anticipated terms or at all. These and other risks and
uncertainties are described in greater detail in the section entitled "Risk
Factors" in Intellia's most recent annual report on Form 10-K and quarterly
report on Form 10-Q filed with the
--------------------------------------------------------------------------------
© Edgar Online, source