Item 1.01 Entry into a Material Definitive Agreement.
Underwritten Public Offering
On
The offering is being made pursuant to the Company's effective registration
statement on Form S-3 (Registration Statement No. 333- 223526), which was
previously filed with the
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, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement and may be
subject to limitations agreed upon by the contracting parties. The Company and
the Company's directors and executive officers also agreed not to sell or
transfer any Common Stock for 45 days after
The foregoing descriptions of the Underwriting Agreement and lock-up
arrangements is not complete and 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 to this report and is incorporated by reference herein. A copy of the
opinion of
Forward-Looking Statements
This report contains forward-looking statements as that term is defined in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements in this report that are not purely historical
are forward-looking statements. Such forward-looking statements include, among
other things, references to the completion of the offering and the expected net
proceeds therefrom. Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors include, among
others, the risk and uncertainties associated with market conditions and the
satisfaction of customary closing conditions relating to the offering, as well
as risks and uncertainties in the Company's business, including those risks
described in the Company's periodic reports it files with the
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Item 8.01 Other Events.
Press Releases for Underwritten Public Offering
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedMay 12, 2020 , by and amongMyoKardia, Inc. andBofA Securities, Inc. ,J.P. Morgan Securities LLC , andCredit Suisse Securities (USA) LLC , as representatives of the several underwriters named therein 5.1 Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1) 99.1 Press Release, datedMay 11, 2020 99.2 Press Release, datedMay 12, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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