| Item 1.01. | Entry into a Material Definitive Agreement. |
Offering
On June 1, 2022, Concert Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Truist Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 10,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). All of the Shares are being sold by the Company. The offering price of the Shares to the public is $4.75 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 1,500,000 shares of Common Stock at the public offering price less the underwriting discounts and commissions. The Company believes that the net proceeds from the offering, together with its existing cash, cash equivalents and investments and the $18.9 million that it expects to receive from the Exercise Commitments (as defined below), will enable the Company to fund its operating expenses and capital expenditure requirements into the second quarter of 2023, subject to certain assumptions, including clinical development plans.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The offering was made pursuant to a prospectus supplement dated June 1, 2022 and an accompanying base prospectus dated November 16, 2020 that form a part of the registration statement on Form S-3 (File No. 333-249862) that the Company filed with the Securities and Exchange Commission on November 5, 2020, which became effective on November 16, 2020. The closing of the offering is expected to take place on June 6, 2022, subject to customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms 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 and consent of Goodwin Procter LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto.
Warrant Amendment Agreements
Concurrent with the offering, the Company entered into warrant amendment agreements with holders of tranche 1 warrants to purchase shares of its Series X1 Preferred Stock at an exercise price on a common stock equivalent basis of $5.34 per share that were issued in November 2021 (collectively, the “Tranche 1 Warrants”). Pursuant to such amendments, in consideration for such holders’ collective exercise of Tranche 1 Warrants to purchase 3,981 shares of Series X1 Preferred Stock for approximately $18.9 million concurrently with and contingent upon the
