Item 1.01 Entry into a Material Definitive Agreement.

On June 3, 2020, Twist Bioscience Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Cowen and Company LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell an aggregate of 3,484,848 shares of its common stock (the "Shares") to the Underwriters, including 454,545 shares pursuant to an option granted to the Underwriters to purchase such additional shares which was exercised in full (the "Offering"). The Shares will be sold to the Underwriters at $33.00 per share, less the underwriting discount and commissions. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.

The Offering is being made pursuant to the Company's registration statement on Form S-3(Registration No. 333-238906), which was filed with the Securities and Exchange Commission (the "SEC") on June 3, 2020, and the prospectus supplement dated June 3, 2020 filed by the Company with the SEC.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.

A copy of the opinion and consent of Orrick, Herrington & Sutcliffe LLP relating to the validity of the Shares issued in connection with the Offering is filed herewith as Exhibit 5.1 and Exhibit 23.1, respectively.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated June 3, 2020, among Twist Bioscience
            Corporation, J.P. Morgan Securities LLC, Cowen and Company, LLC and
            Evercore Group L.L.C.

 5.1          Opinion of Orrick, Herrington & Sutcliffe LLP

23.1          Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit
            5.1)

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