Item 8.01. Other Events.



Underwriting Agreement

On April 4, 2023, Protagonist Therapeutics, Inc. ("Protagonist" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the public offering, issuance and sale of 5,000,000 shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"). The price to the public in this offering is $20.00 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $18.80 per share. Under the terms of the Underwriting Agreement, Protagonist also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 750,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from this offering are expected to be approximately $100.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is expected to close on April 10, 2023, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company 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.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-266595), which became effective on August 16, 2022. A final prospectus supplement dated April 4, 2023 relating to and describing the terms of the offering was filed with the U.S. Securities and Exchange Commission on April 5, 2023.

The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits.



Exhibit                                  Description

  1.1         Underwriting Agreement, dated April 4, 2023
  5.1         Opinion of Gibson, Dunn & Crutcher LLP
  23.1        Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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