| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 19, 2022, Allakos Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Cowen and Company, LLC (the “Representatives”), as representatives of the underwriters listed therein (the “Underwriters”), relating to the issuance and sale in an underwritten registered direct offering (the “Registered Direct Offering”) by the Company of 29,882,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $5.02 per share. Gross proceeds from the Registered Direct Offering before deducting underwriting discounts and commissions and other offering expenses are expected to be approximately $150 million. The Shares in the Registered Direct Offering were offered pursuant to a registration statement on Form S-3 (File No. 333-265085), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 31, 2022, as supplemented by a prospectus supplement filed with the SEC on September 19, 2022 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, and 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the legality of the issuance and sale of the Shares offered in the Registered Direct Offering is attached as Exhibit 5.1 hereto.
| Item 7.01. | Regulation FD Disclosure. |
On September 19, 2022, the Company issued a press release announcing the pricing of the Registered Direct Offering. The text of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
On September 19, 2022, the Company released an updated corporate presentation. A copy of the presentation is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 1.1 | | Underwriting Agreement, among the Company and Jefferies LLC and Cowen and Company, LLC, dated as of September 19, 2022. |
| |
| 5.1 | | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
| |
| 23.1 | | Consent of Wilson Sonsini Goodrich��& Rosati, Professional Corporation (included with the opinion filed as Exhibit 5.1). |
| |
| 99.1 | | Press Release announcing pricing of the offering, dated September 19, 2022. |
| |
| 99.2 | | Corporate Presentation, dated September 19, 2022. |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
