Item 1.01 Entry Into a Material Definitive Agreement.
On July 1, 2020, Chiasma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives of the several underwriters listed therein (the “Underwriters”), related to an underwritten public offering (the “Offering”) of 12,500,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), andpre-funded warrants to purchase up to 5,000,000 shares of Common Stock (the“Pre-Funded Warrants”). All of the Shares andPre-Funded Warrants are being sold by the Company. The offering price of the Shares to the public is $4.00 per share and the offering price of thePre-Funded Warrants to the public is $3.9999 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,625,000 shares of Common Stock at the public offering price less the underwriting discounts and commission (the “Option”). The gross proceeds to the Company, before deducting the underwriting discounts and estimated expenses associated with the Offering payable by the Company, are expected to be $70.0 million (assuming the Underwriters do not exercise their option to purchase additional shares). The underwriters have indicated their intention to exercise the Option in full. The closing of the Offering, including the full exercise of the Option, is expected to occur on or about July 6, 2020, subject to the satisfaction of customary closing conditions.
The Shares andPre-Funded Warrants are being offered and sold pursuant to a prospectus dated September 25, 2019 and a prospectus supplement dated July 1, 2020, in connection with a takedown from the Company’s shelf registration statement on FormS-3 (FileNo. 333-233654) (the “Registration Statement”), which the U.S. Securities and Exchange Commission declared effective on September 25, 2019.
ThePre-Funded Warrants have an initial exercise price of $0.0001 per share and are exercisable at any time after their original issuance at the option of each holder, in such holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in thePre-Funded Warrant.
ThePre-Funded Warrants may not be exercised if, upon giving effect to such exercise, (i) the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 4.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the holder (together with its affiliates) would exceed 4.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of thePre-Funded Warrants. However, any holder may increase or decrease such percentage, but not in excess of 19.99%, upon at least 61 days’ prior notice from the holder to the Company.
In the event of certain fundamental transactions, the holders of thePre-Funded Warrants will be entitled to receive upon exercise of thePre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised thePre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in thePre-Funded Warrants.
The Underwriting Agreement contains customary representations, warranties, covenants, conditions to closing, indemnification and 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, and were solely for the benefit of the parties to such agreement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the Form ofPre-Funded Warrants is attached as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing descriptions of the material terms of the Underwriting Agreement andPre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibits.
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the Shares and thePre-Funded Warrants issued in the Offering, is filed as Exhibit 5.1 to this Current Report on Form8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
