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ARYA SCIENCES ACQUISITION CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

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10/11/2018 | 04:53pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

On October 4, 2018, the Registration Statement on Form S-1 (File No. 333-227283) (the "Registration Statement") relating to the initial public offering (the "IPO") of ARYA Sciences Acquisition Corp. (the "Company") was declared effective by the Securities and Exchange Commission. On October 10, 2018, the Company consummated the IPO of 14,375,000 units (the "Units"), which includes Units issued pursuant to the exercise in full of the underwriters' option to purchase additional Units to cover overallotments. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary Shares"), and one-half of one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $143,750,000. Further, in connection with the IPO, the Company entered into the following agreements:



    ?  an Underwriting Agreement, dated October 4, 2018, between the Company and
       Jefferies LLC, as representative of the several underwriters, which
       contains customary representations and warranties and indemnification of
       the underwriters by the Company and is attached as Exhibit 1.1 hereto; and




    ?  a Private Placement Warrants Purchase Agreement, dated October 4, 2018,
       between the Company and ARYA Sciences Holdings, which is attached as
       Exhibit 10.1 hereto.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 5,953,125 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,953,125 (the "Private Placement"). The Private Placement Warrants, which were purchased by ARYA Sciences Holdings, are substantially similar to the Public Warrants, except that if held by the original holder or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination. If the Private Placement Warrants are held by holders other than its initial holder or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the Public Warrants.

Item 5.03. Amendments to Memorandum and Articles of Association.

On October 4, 2018, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement between the Company and Jefferies LLC, as

representative of the several underwriters

3.1 Amended and Restated Memorandum and Articles of Association

10.1 Private Placement Warrants Purchase Agreement between the Company and

     ARYA Sciences Holdings




  1

© Edgar Online, source Glimpses

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