Item 3.02. Unregistered Sales of Equity Securities.
On June 24, 2020, in connection with the previously announced Development and
Commercialization Funding Agreement between Reata Pharmaceuticals, Inc. (the
"Company") and BXLS V - River L.P. ("BXLS"), dated June 10, 2020 (the
"Development Agreement"), and the related Common Stock Purchase Agreement
between the Company, BXLS and an affiliate of BXLS (together with BXLS, the
"Blackstone Entities") dated June 10, 2020 (the "Purchase Agreement"), the
Company issued an aggregate of 340,793 shares of the Company's Class A common
stock, par value $0.001 per share (the "Shares"), at $146.72 per share, which is
the volume weighted average price of the Class A common stock on the Nasdaq
Stock Market over the 30 calendar days prior to the execution of the Purchase
Agreement. The Blackstone Entities paid the Company an aggregate of $50 million
to purchase the Shares. The Shares were offered and sold in reliance on the
exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"). The Company has agreed to register the resale of the Shares under
the Act.
Item 7.01. Regulation FD Disclosure.
On June 24, 2020, the Company issued a press release in which it announced the
closing of the transactions under the Development Agreement and the Purchase
Agreement. A copy of the press release is attached to this Current Report on
Form 8-K (this "Report") as Exhibit 99.1 and is incorporated by reference into
this Item 7.01.
The Development Agreement includes a $300 million payment by the Blackstone
Entities in return for various percentage royalty payments by the Company on
worldwide net sales of bardoxolone methyl by the Company and its licensees,
other than Kyowa Kirin Co., Ltd. The royalty percentage will initially be in the
mid-single digits and in future years can vary between higher-mid single digit
percentages to low-single digit percentages depending on various milestones,
including indication approval dates, cumulative royalty payments, and cumulative
net sales.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Report under this heading, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Act, except as shall
be expressly set forth in such filing.
Item 9.01.Financial Statements and Exhibits.
Exhibit
Number Description
99.1* Press release dated June 24, 2020.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
* Furnished herewith.
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