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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