Item 1.01 Entry Into a Material Definitive Agreement.

On January 3, 2020, MyoKardia, Inc. (the "Company") entered into a Sales Agreement (the "Agreement") with Cowen and Company, LLC ("Cowen") with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") having an aggregate offering price of up to $200,000,000 (the "Placement Shares"), through Cowen as its sales agent. The issuance and sale, if any, of the Placement Shares may be by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through the Nasdaq Global Select Market ("Nasdaq"), on or through any other existing trading market for the Common Stock.

The Company is not obligated to make any sales of Common Stock, and Cowen is not required to sell any specific number or dollar amount of shares of the Common Stock, under the Agreement. The Company or Cowen may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions.

Subject to the terms and conditions of the Agreement, Cowen will use commercially reasonable efforts to sell on the Company's behalf, from time to time consistent with its normal sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, such Placement Shares based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission up to three percent (3.0%) of the gross proceeds of any Placement Shares sold through Cowen under the Agreement, and also has provided Cowen with customary indemnification and contribution rights and has agreed to reimburse Cowen for legal fees and disbursements pursuant to the Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith and incorporated herein by reference. A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance of the shares in the offering is attached as Exhibit 5.1 hereto.

The issuance and sale, if any, of the Placement Shares by the Company under the Agreement will be made pursuant to the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-223526) and a prospectus supplement thereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.           Description

   1.1             Sales Agreement dated January 3, 2020 by and between MyoKardia,
                 Inc. and Cowen and Company, LLC  .

   5.1             Opinion of Goodwin Procter LLP as to the legality of the
                 securities being registered

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

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