Item 1.01. Entry into a Material Definitive Agreement.
On
The closing of the sale of the Common Stock is expected to occur on
The Company and the Selling Stockholders made certain representations, warranties and covenants in the Underwriting Agreement and also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders, conditions to closing, indemnification obligations of the Company, the Selling Stockholders 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 to this Current Report on Form
8-K as Exhibit 1.1 and incorporated herein by reference. The foregoing is only a
brief description of the material terms of the Underwriting Agreement, does not
purport to be a complete description of the rights and obligations of the
parties thereunder, and is qualified in its entirety by reference to
Exhibit 1.1. The legal opinion of
The Company registered the Common Stock pursuant to its registration statement
on Form S-3ASR (File No. 333-225434) filed with the
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report:
Exhibit Number Description 1.1 Underwriting Agreement, datedDecember 10, 2019 , by and amongMadrigal Pharmaceuticals, Inc. , the Selling Stockholders, andGoldman Sachs & Co. LLC . 5.1 Opinion ofHogan Lovells US LLP . 23.1 Consent ofHogan Lovells US LLP (included in the opinion filed as Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source