Item 1.01 Entry into a Material Definitive Agreement.

On November 30, 2021, Krystal Biotech, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, BofA Securities, Inc., Cowen and Company, LLC and William Blair & Company, L.L.C. as representatives of the several underwriters named therein (collectively, the "Underwriters") and the selling stockholders listed on Schedule IV therein (collectively, the "Selling Stockholders"), in connection with the public offering and sale (the "Offering") to the Underwriters of 2,666,667 shares of its common stock, $0.00001 par value per share ("Common Stock"), at a price to the public of $75.00 per share. Pursuant to the Underwriting Agreement, the Company and the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 200,000 shares of Common Stock from the Company and up to an additional 200,000 shares of Common Stock from the Selling Stockholders at the same purchase price per share. The Company's estimated net proceeds from the Offering are expected to be $187.7 million (or $201.8 million if the underwriter's option to purchase additional shares is exercised in full) after deducting underwriting discounts and other expenses incurred by the Company in connection with the Offering. The Company will not receive any proceeds from the sale of any shares by the Selling Stockholders. The Offering closed on December 3, 2021.

The Company currently intends to use the net proceeds from this Offering, together with its existing cash, cash equivalents and short-term investments: (i) to prepare for potential commercialization of VYJUVEKTM for dystrophic epidermolysis bullosa, if approved; (ii) to advance the clinical development of KB105 in TGM1-deficient ARCI and preclinical development of KB104 for Netherton syndrome; (iii) to advance development of KB407 for cystic fibrosis and KB408 for alpha-1 antitrypsin deficiency; (iv) to accelerate its emerging respiratory pipeline; (v) to further invest in technology platform development, including exploration of additional routes of administration to target new organ systems and novel transgene payloads; (vi) to complete development of the Company's second good manufacturing practices certified manufacturing facility and commencement of operations of that facility; and (vii) for working capital and general corporate purposes, including research and development expenses and capital expenditures.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and are made as of specific dates; are solely for the benefit of the parties to the Underwriting Agreement (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Underwriting Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the legal opinion as to the legality of the shares of Common Stock issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated November 30, 2021, by and among the
            Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., Cowen and
            Company, LLC and William Blair & Company, L.L.C. as representatives of
            the several underwriters named therein and the Selling Stockholders.


 5.1          Opinion of Morrison & Foerster LLP.

23.1          Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

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

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