Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2019, Neoleukin Therapeutics, Inc. (“Neoleukin”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Piper Jaffray & Co., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which Neoleukin agreed to issue and sell an aggregate of 8,925,000 shares of its common stock (the “Common Stock”), par value $0.000001 per share (the “Shares”), to the Underwriters (the “Offering”) at the public offering price of $8.40 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, Neoleukin has also granted the Underwritersa 30-day option to purchase up to an additional 1,338,750 shares of Common Stock (the “Option”) which was exercised in full on December 18, 2019. 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 “Securities Act”). The Offering is being made pursuant to the shelf registration statement onForm S-3 (File No. 333-223584) that was filed by Neoleukin with the Securities and Exchange Commission (“SEC”) on March 12, 2018 and declared effective by the SEC on April 6, 2018, and a related prospectus supplement.
Neoleukin estimates that the net proceeds from the Offering, including the Option, will be approximately $80.7 million, after deducting underwriting discounts and commissions and estimated Offering expenses. Neoleukin intends to use the net proceeds from the Offering, together with its existing cash resources, to advance development of its lead program,NL-201, to expand itsde novo protein design technology, to develop its preclinical pipeline and to fund working capital and for general corporate purposes, including capital improvements to properties it leases. Neoleukin expects the Offering to close on December 20, 2019, subject to customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form8-K, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed as Exhibit 5.1 to this Current Report onForm 8-K.
The information contained in Item 3.02 of this Current Report on Form8-K is incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
On December 17, 2019, Neoleukin entered into an exchange agreement (the “Exchange Agreement”) with Baker Brothers Life Sciences, L.P. and an affiliated entity (collectively, the “Exchanging Stockholders”), pursuant to which the Company will exchange an aggregate of 10,925,481 shares of Common Stock held by the Exchanging Stockholdersfor pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 10,925,481 shares of Common Stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting Common Stock), with an exercise price of $0.000001 per share. After giving effect to the exchange of 10,925,481 shares of common stock for pre-funded warrants and the Offering, including the Option, the number of shares of our outstanding common stock immediately after this offering would be 37,697,460. The Exchange Warrants may be exercised at any time after the date of issuance, except that the Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of the outstanding Common Stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. The Exchange Warrants were issued without registration under the Securities Act, in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
The foregoing description of the terms of the Exchange Agreement and the Exchange Warrant is qualified in its entirety by reference to the Exchange Agreement and the form of Exchange Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report onForm 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On December 17, 2019, Neoleukin issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report onForm 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
