Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2020, GenMark Diagnostics, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and William Blair & Company, L.L.C. acting as joint book-running managers and as representatives of the underwriters named therein (collectively, the “Underwriters”) relating to the issuance and sale of 7,253,886 shares of the Company’s common stock, par value $0.0001 per share (the “Offering”). The price to the public in the Offering is $9.65 per share, before underwriting discounts and commissions. 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 1,088,082 shares of common stock. The net proceeds to the Company from the Offering are expected to be approximately $65.4 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on May 11, 2020, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company’s shelf registration statement on FormS-3 (FileNo. 333-228486) which became effective on December 7, 2018, as supplemented by a preliminary and final prospectus supplement thereunder, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
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, other obligations of the parties, and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The legal opinion, including the related consent, of DLA Piper LLP (US) relating to the legality of the issuance and sale of the shares of the Company’s common stock in the Offering is filed as Exhibit 5.1 to this Current Report.
This Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include, but are not limited to, the Company’s ability to satisfy certain conditions to closing on a timely basis, or at all, as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings.
Item 8.01 Other Events.
On May 6, 2020, the Company issued a press release announcing that it had commenced the Offering, and on May 6, 2020, the Company issued a press release announcing that it 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.
(d) The following exhibits are filed with this Current Report:
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| Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated May 6, 2020, by and among GenMark Diagnostics, Inc., Cowen and Company, LLC and William Blair & Company, L.L.C. |
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| 5.1 | | Opinion and Consent of DLA Piper LLP (US) |
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| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) |
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| 99.1 | | Press Release, dated May 6, 2020, titled “GenMark Commences Public Offering of Common Stock” |
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| 99.2 | | Press Release, dated May 6, 2020, titled “GenMark Prices Public Offering of Common Stock” |
