On December 12, 2018, Tocagen Inc. (“Tocagen”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Leerink Partners LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 3,000,000 shares of Tocagen’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $10.00 per share, which Tocagen estimates will result in approximately $27.9 million of net proceeds to Tocagen after deducting the underwriting discounts and commissions and estimated offering expenses. The Offering is expected to close on or about December 17, 2018, subject to the satisfaction of customary closing conditions. In addition, the Underwriters have a30-day option to purchase up to an additional 450,000 shares of Common Stock. All of the shares in the Offering are being sold by Tocagen.
The Offering is being made pursuant to Tocagen’s effective shelf registration statement on FormS-3 (RegistrationNo. 333-224880) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated December 12, 2018 and a final prospectus supplement dated December 12, 2018.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by Tocagen, conditions to closing, indemnification obligations of Tocagen and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. 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 Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
On December 11, 2018, we issued a press release announcing the commencement of the Offering, and on December 12, 2018, we issued a press release announcing that we had priced the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
