| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 25, 2018, AnaptysBio, Inc. (“AnaptysBio”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which AnaptysBio agreed to issue and sell an aggregate of 2,200,000 shares of its common stock (the “Shares”) to the Underwriters (the “Offering”). The Shares will be sold at a per share public offering price of $94.46. Pursuant to the Underwriting Agreement, AnaptysBio also granted the Underwriters a30-day option to purchase up to an additional 330,000 shares of its common stock. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering will be made pursuant to a shelf registration statement onForm S-3 (FileNo. 333-222868) that automatically became effective upon filing by AnaptysBio with the Securities and Exchange Commission (“SEC”) on February 5, 2018.
AnaptysBio estimates that net proceeds from the Offering will be approximately $197.1 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters’ option to purchase additional shares. AnaptysBio intends to use the net proceeds from the Offering for new and ongoing research and development activities, including, but not limited to, its ongoing and planned clinical trials for etokimab and ANB019, including related manufacturing costs, and its ongoing preclinical, discovery and research programs, and for working capital and other general corporate purposes. AnaptysBio expects the Offering to close on September 28, 2018, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report onForm 8-K as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report onForm 8-K report as Exhibit 5.1.
On September 25, 2018, Anaptys issued a press release, announcing the pricing of the Offering. A copy of the press release is filed with this Current Report onForm 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Forward-Looking Statements
This Current Report onForm 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the anticipated use of proceeds of the Offering and the timing of completion of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks
