Item 8.01 Other Events.
On June 23, 2020, Translate Bio, Inc. (the "Company") filed a Current Report on
Form 8-Kregarding its entry into (i) a Second Amendment to the Collaboration and
License Agreement, dated June 22, 2020 (the "Amendment"), with Sanofi Pasteur
Inc. ("Sanofi Pasteur") and (ii) a related Securities Purchase Agreement, dated
June 22, 2020 (the "Securities Purchase Agreement"), with Sanofi, a French
corporation and affiliate of Sanofi Pasteur (the "Investor").
The effectiveness of the Amendment and closing of the transactions contemplated
by the Securities Purchase Agreement were subject to the early termination or
expiration of any applicable waiting periods under the Hart-Scott-Rodino Act
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the
satisfaction or waiver of other customary closing conditions. On July 15, 2020,
the Company received notice that the Federal Trade Commission granted early
termination of the waiting period under the HSR Act with respect to the
transactions contemplated by the Amendment and the Securities Purchase
Agreement.
The Amendment became effective on July 20, 2020. On July 20, 2020, the Company
completed the sale to the Investor of 4,884,434 shares of the Company's common
stock at a price of $25.59 per share, for an aggregate purchase price of
approximately $125.0 million in cash, pursuant to the Securities Purchase
Agreement. In addition, as previously disclosed, the Company and the Investor
entered into a Registration Rights Agreement at the closing of the transactions
contemplated by the Securities Purchase Agreement.
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