Item 1.01 Entry into a Material Definitive Agreement.
On March 29, 2022, IGM Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 8,695,653 shares of the Company’s non-voting common stock, par value $0.01 per share (the “Non-Voting Shares”). Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,304,347 shares of the Company’s common stock, par value $0.01 per share (together with the Non-Voting Shares, the “Shares”), which the Underwriters fully exercised on March 30, 2022. All of the Shares are being sold by the Company. The offering price of the Non-Voting Shares to the public is $23.00 per share. The Underwriters will purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $21.85 per Share.
The gross proceeds to the Company from this offering are expected to be approximately $230.0 million before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is expected to close on April 1, 2022, subject to the satisfaction of customary closing conditions.
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 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 such parties.
The public offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-258644) (the “Registration Statement”) and the related prospectus supplement and the accompanying prospectus, in each case filed with the Securities and Exchange Commission.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Item 8.01 Other Events
Launch and Pricing Press Releases
On March 29, 2022, the Company issued a press release announcing its intention to offer $200 million of its voting common stock and non-voting common stock in an underwritten public offering. On March 30, 2022, the Company issued a press release announcing the pricing of its underwritten public offering of 8,695,653 shares of its non-voting common stock at a price to the public of $23.00 per share. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
