Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2019, Madrigal Pharmaceuticals, Inc. (the "Company") and investment funds affiliated with Bay City Capital LLC (the "Selling Stockholders"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC (the "Underwriter"), for the sale by the Selling Stockholders of 1,200,000 shares of common stock of the Company, $0.0001 par value per share (the "Common Stock"), at the public offering price of $107.85 per share. Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriter a 30-day option to purchase up to 180,000 additional shares, at the public offering price, less the underwriting discount, from the Selling Stockholders.

The closing of the sale of the Common Stock is expected to occur on December 13, 2019, subject to the satisfaction of customary closing conditions. The Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders.

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 Hogan Lovells US LLP related to the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The Company registered the Common Stock pursuant to its registration statement on Form S-3ASR (File No. 333-225434) filed with the Securities and Exchange Commission on June 5, 2018 and a prospectus supplement thereunder dated December 10, 2019.

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, dated December 10, 2019, by and among
                 Madrigal Pharmaceuticals, Inc., the Selling Stockholders, and
                 Goldman Sachs & Co. LLC.

    5.1            Opinion of Hogan Lovells US LLP.

   23.1            Consent of Hogan Lovells US LLP (included in the opinion filed as
                 Exhibit 5.1).

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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