On December 9, 2024, REGENXBIO Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”), as sales agent, under which the Company may offer and sell shares of its common stock, par value $0.0001 per share, from time to time having an aggregate offering price of up to $150.0 million (the “Shares”). The Company will file a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement, which will form a part of the Company’s Registration Statement on Form S-3 (File No. 333-269086), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2022 and became automatically effective upon filing.
Under the Sales Agreement, the Company will establish the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales may be made and a minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts to sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including ordinary brokers’ transactions on the Nasdaq Global Select Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company will pay the Agent a commission of up to 3% of the aggregate gross sales price of any Shares sold by the Agent, if any.
The Company is not obligated to sell any Shares pursuant to the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements between the Company and the Agent, including customary indemnification rights, including for liabilities under the Securities Act. The offering of Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms. The Company and the Agent may terminate the Sales Agreement at any time by providing each other with written notice.
The Agent and its affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for the Company and its affiliates for which they have received, and may in the future receive, customary fees.
Prior to entering into the Sales Agreement, the Company terminated its ATM Equity OfferingSM Sales Agreement, dated as of September 1, 2023, with BofA Securities, Inc.
The Sales Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement. The Sales Agreement contains representations, warranties and covenants that were made only for purposes of such agreement and as of specific dates, that are solely for the benefit of the parties to such agreement, and that may be subject to limitations agreed upon by the contracting parties. The Sales Agreement is not intended to provide investors or the public with factual information about the Company’s current state of affairs. Rather, investors and the public should look to the disclosures contained in the Company’s filings with the SEC with respect to such information.
The legal opinion of Covington & Burling LLP relating to the Shares is filed herewith as Exhibit 5.1.
