Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2020, Neoleukin Therapeutics, Inc. (“Neoleukin”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which Neoleukin agreed to issue and sell an aggregate of (a) 3,262,471 shares of its common stock (the “Common Stock”), par value $0.000001 per share (the “Shares”), and(b) pre-funded warrants to purchase 1,737,529 shares of its common stock (the “Pre-Funded Warrants”) to the Underwriters (the “Offering”). The Shares will be sold at a public offering price of $15.25 per share, less underwriting discounts and commissions. ThePre-Funded Warrants will be sold at a public offering price of $15.249999 perPre-Funded Warrant, which represents the per share public offering price for the Shares less a $0.000001 per share exercise price for each suchPre-Funded Warrant. Pursuant to the Underwriting Agreement, Neoleukin has also granted the Underwritersa 30-day option to purchase up to an additional 750,000 shares of Common Stock (the “Option”). 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 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.
ThePre-Funded Warrants are exercisable at any time after the date of issuance. A holder ofPre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder ofPre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to Neoleukin.
Neoleukin estimates that the net proceeds from the Offering will be approximately $71.2 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Option. 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 its de 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 July 7, 2020, 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. The form ofPre-Funded Warrant is filed as Exhibit 4.1 to this Current Report on Form8-K, and the foregoing description of the terms of thePre-Funded Warrants 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.
Item 8.01. Other Events.
On July 2, 2020, 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.
