Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On December 7, 2020, Repligen Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives
of the underwriters named therein (collectively, the "Underwriters"), relating
to an underwritten public offering (the "Offering") of 1,500,000 shares of the
Company's common stock, $0.01 par value per share (the "Common Stock"), at a
price to the public of $181.00 per share (the "Offering Price"). After deducting
the underwriting discounts and commissions and estimated offering expenses, the
Company expects to receive net proceeds from the Offering of approximately
$258.9 million. The Company has also granted the Underwriters a 30-day option to
purchase up to an additional 225,000 shares of Common Stock at the Offering
Price, less underwriting discounts and commissions.
The Offering was made pursuant to the Company's effective automatic shelf
registration statement on Form S-3 (File No. 333-231098), including the
prospectus dated April 29, 2019, as supplemented by a prospectus supplement
dated December 7, 2020 and filed on December 8, 2020. The Offering is expected
to close on or about December 10, 2020, subject to the satisfaction of customary
closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of
the issuance and sale of the shares in the Offering is attached as Exhibit 5.1
to this Current Report on Form 8-K.
Item 8.01 Other Events
On December 7, 2020, the Company issued a press release announcing the
commencement of the Offering. On December 7, 2020, the Company issued a press
release announcing the pricing of the Offering. Copies of these press releases
are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 and
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of December 7, 2020, among Repligen
Corporation, J.P. Morgan Securities LLC and Stifel, Nicolaus &
Company, Incorporated, as representatives of the underwriters named
therein.
5.1 Opinion of Goodwin Procter LLP.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1 Press release issued by Repligen Corporation on December 7, 2020.
99.2 Press release issued by Repligen Corporation on December 7, 2020.
104 Cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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