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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