Item 1.01. Entry into a Material Definitive Agreement.
On
The Company intends to use the net proceeds from the offering to (i) continue
development and regulatory activities, to facilitate commercial readiness, and
to commercially launch Recorlev primarily in
The ordinary shares are being offered and sold pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-223575) (the "Registration
Statement"), which was declared effective by the
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company. Under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriters against certain liabilities.
The Company and all of the Company's directors and executive officers have also
agreed not to sell or transfer any ordinary shares held by them for a period of
90 days from
The foregoing summary 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 which is attached as Exhibit 1.1 hereto and incorporated herein by reference. The Underwriting Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Underwriting Agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company's filings with the Commission.
Item 8.01 Other Events.
On
In connection with the Offering, the legal opinion as to the legality of the ordinary shares sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Table 1.1 Underwriting Agreement, dated as ofSeptember 16, 2020 , by and betweenStrongbridge Biopharma plc andJefferies LLC andStifel, Nicolaus and Company, Incorporated , as representatives of the several underwriters named therein 5.1 Opinion ofArthur Cox 23.1 Consent ofArthur Cox (included in Exhibit 5.1) 99.1 Press Release issued byStrongbridge Biopharma plc , datedSeptember 16, 2020 . 99.2 Press Release issued byStrongbridge Biopharma plc , datedSeptember 16, 2020 . 104 Cover Page Interactive Data File (formatted as inline XBRL).
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