Item 8.01. Other Events.

On December 11, 2019, Momenta Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the "Representatives") of the several underwriters named therein (the "Underwriters"), in connection with the public offering, issuance and sale by the Company of 14,516,130 shares of the Company's common stock, par value $0.0001 per share, at a public offering price of $15.50 per share, less underwriting discounts and commissions, pursuant to an effective registration statement on Form S-3 (File No. 333-233106) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company has also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,177,419 shares of its common stock at the public offering price, less underwriting discounts and commissions.

The Company expects to receive net proceeds from the offering of approximately $212.3 million, or approximately $244.2 million if the Underwriters exercise their option to purchase additional shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for the development of its pipeline of product candidates and for general corporate purposes, including working capital.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated December 12, 2019, regarding the validity of the shares of common stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
No.        Description
             Underwriting Agreement, dated December 11, 2019, among the Company,
  1.1      Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.
  5.1        Opinion of Latham & Watkins LLP.
  23.1       Consent of Latham & Watkins LLP (included in Exhibit 5.1).
           Cover Page Interactive Data File (embedded within the inline XBRL
104.1      document).

© Edgar Online, source Glimpses