Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2020, Ultragenyx Pharmaceutical Inc. ("we," "Ultragenyx" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., and Cowen and Company, LLC (the "Underwriters"), providing for the offer and sale in an underwritten public offering (the "Offering") of 4,444,444 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $90.00 per share, to be purchased by the Underwriters from the Company at a price of $85.275 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option (the "Option") to purchase up to an additional 666,666 shares of Common Stock on the same terms. On October 29, 2020, the Underwriters exercised the Option in full.

The Offering closed on November 2, 2020. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.

We estimate that the net proceeds we will receive from the Offering will be approximately $435.4 million, after deducting the Underwriters' discounts and commissions and estimated offering expenses payable by us.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company's automatically effective shelf registration statement on Form S-3 (Registration No. 333-223123). The Offering was not registered under any state blue sky laws.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto 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 opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated as of October 28, 2020, among
            Ultragenyx Pharmaceutical Inc. and J.P. Morgan Securities LLC, Goldman
            Sachs & Co. LLC, BofA Securities, Inc., and Cowen and Company, LLC

 5.1          Opinion of Gibson, Dunn & Crutcher LLP

23.1          Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)

104         The cover page from the Company's Current Report on Form 8-K dated
            October 27, 2020 formatted in Inline XBRL.


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