| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 18, 2023, Ultragenyx Pharmaceutical Inc. (“Ultragenyx” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., and Cowen and Company, LLC (the “Underwriters”), providing for the offer and sale in an underwritten public offering (the “Offering”) of 8,333,334 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and in lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,666,722 shares of Common Stock (the “Warrant Shares”). The price to the public in the Offering is $30.00 per Share and $29.9990 per Pre-Funded Warrant, which is the price per share at which the Shares are being sold to the public in the Offering, minus the $0.001 exercise price per Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the Shares from the Company at a price of $28.3875 per Share and the Pre-Funded Warrants from the Company at a price of $28.3865 per Pre-Funded Warrant. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option (the “Option”) to purchase up to an additional 1,500,000 shares of Common Stock on the same terms. On October 19, 2023, the Underwriters exercised the Option in full.
The Offering is expected to close on October 23, 2023. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.
The net proceeds from the Offering are expected to be approximately $326.1 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses and after giving effect to the Option.
The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (Registration No. 333-253008). The Offering was not registered under any state blue sky laws.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the form of Pre-Funded Warrant is attached as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing description of the Pre-Funded Warrants do not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated as of October 18, 2023, among Ultragenyx Pharmaceutical Inc. and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., and Cowen and Company, LLC |
| |
| 4.1 | | Form of Pre-Funded Warrant |
| |
| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP |
| |
| 23.1 | | Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) |
| |
| 104 | | The cover page from the Company’s Current Report on Form 8-K dated October 18, 2023 formatted in Inline XBRL. |
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