Item 8.01. Other Events.
On December 10, 2020, Protagonist Therapeutics, Inc. ("Protagonist" or "the
Company") entered into an underwriting agreement (the "Underwriting Agreement")
with J.P. Morgan Securities LLC, SVB Leerink 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 4,761,904
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 $21.00 per share, and the
Underwriters have agreed to purchase the shares from the Company pursuant to the
Underwriting Agreement at a price of $19.74 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 714,285 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, or
$115.0 million if the Underwriters exercise in full their option to purchase
additional shares of Common Stock. The offering is expected to close on December
15, 2020, 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, including being qualified by confidential disclosures exchanged between
the parties in connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to the Company's effective registration
statement on Form S-3ASR and an accompanying prospectus (Registration Statement
No. 333-251254) previously filed with the SEC and a preliminary and final
prospectus supplement thereunder.
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 Cooley 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.
1.1 Underwriting Agreement, dated December 10, 2020.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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