TRANSLATE BIO, INC. Item 1.01 Entry Into a Material Definitive Agreement
On
The Company estimates that the net proceeds from the Offering will be
approximately
The Shares, and any Additional Shares, will be sold pursuant to a prospectus
supplement dated
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of
Item 8.01 Other Events.
On
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated June 25, 2020 , by and among the
Company, Goldman Sachs and Co. LLC , SVB Leerink LLC , Evercore
Group L.L.C. and the selling stockholder of the Company named
therein.
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP .
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(contained in Exhibit 5.1 above).
99.1 Press Release, dated June 25, 2020 .
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, but are not limited to, those regarding: the
expected closing of the Offering and anticipated proceeds from the Offering. The
words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "hope," "plan," "possible," "potential," "predict," "project,"
"should," "target," "would," and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. Such statements are subject to numerous important
factors, risks and uncertainties that may cause actual events or results to
differ materially from current expectations and beliefs, including, but not
limited to: risks and uncertainties related to the satisfaction of customary
closing conditions related to the Offering; uncertainties related to general and
industry-specific market conditions; the current and potential future impacts of
the ongoing COVID-19 pandemic on the Company's business, financial condition,
operations and liquidity; the Company's ability to advance the development of
its platform and programs under the timelines it projects, demonstrate the
requisite safety and efficacy of its product candidates and replicate in
clinical trials any positive findings from preclinical studies; the successful
advancement of the collaboration agreement between the Company and Sanofi;
uncertainties relating to the discovery and development of vaccine candidates
based on mRNA, and specifically as it relates to COVID-19; the content and
timing of decisions made by the
--------------------------------------------------------------------------------
© Edgar Online, source
