SOLID BIOSCIENCES INC. Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Offering is expected to close on or about
The Company has granted the Investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreement.
Registration Rights Agreement
Also on
In the event (i) the registration statement has not been filed by the Filing
Date, (ii) the registration statement is not declared effective prior to the
earlier of (a) five business days after the date on which the Company is
notified by the
The Company has granted the Investors customary indemnification rights in connection with the registration statement. The Investors have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing descriptions of the Securities Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated by reference herein.
The representations, warranties and covenants contained in the Securities
Purchase Agreement and the Registration Rights Agreement were made solely for
the benefit of the parties thereto and the placement agent expressly named as a
third-party beneficiary thereto and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the Securities Purchase Agreement and the
Registration Rights Agreement are incorporated herein by reference only to
provide investors with information regarding the terms thereof and not to
provide investors with any other factual information regarding the Company or
its business, and should be read in conjunction with the disclosures in the
Company's periodic reports and other filings with the
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the Shares will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Shares have not been
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registered under the Securities Act or any state securities laws, and the Shares
may not be offered or sold in
Item 8.01 Other Events.
On
The Company believes that its existing cash and cash equivalents as of
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, but are not limited to, those regarding: the
expected closing of the Offering, anticipated proceeds from the Offering and the
Company's plans to file a registration statement to register the resale of the
Shares and other statements containing the words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "plan," "potential,"
"predict," "project," "should," "target," "would," "working," and similar
expressions. Any forward-looking statements are based on management's current
expectations of future events and are subject to a number of risks and
uncertainties that could cause actual results to differ materially and adversely
from those set forth in, or implied by, such forward-looking statements. These
risks and uncertainties include, but are not limited to, whether the conditions
for the closing of the Offering will be satisfied; and risks associated with the
Company's ability to resume and/or continue IGNITE DMD on the timeline expected
or at all, obtain and maintain necessary approvals from the FDA and other
regulatory authorities, obtain and maintain the necessary approvals from
investigational review boards at IGNITE DMD clinical trial sites and the IGNITE
DMD data safety monitoring board, enroll patients in IGNITE DMD, continue to
advance SGT-001 in clinical trials, replicate in clinical trials positive
results found in preclinical studies and earlier stages of clinical development,
advance the development of its product candidates under the timelines it
anticipates in current and future clinical trials, successfully optimize and
scale its manufacturing process, obtain, maintain or protect intellectual
property rights related to its product candidates, compete successfully with
other companies that are seeking to develop Duchenne treatments and gene
therapies, manage expenses, and raise the substantial additional capital needed,
on the timeline necessary, to continue development of SGT-001, achieve its other
business objectives and continue as a going concern. For a discussion of other
risks and uncertainties, and other important factors, any of which could cause
the Company's actual results to differ from those contained in the
forward-looking statements, see the "Risk Factors" section, as well as
discussions of potential risks, uncertainties and other important factors, in
the Company's most recent filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 Securities Purchase Agreement, datedDecember 10, 2020 , by and among the Company and the other parties thereto. 10.2 Registration Rights Agreement, datedDecember 10, 2020 , by and among the Company and the other parties thereto. 99.1 Press Release, datedDecember 11, 2020 . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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