Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2020, Allena Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“Wainwright”) (as amended and restated, the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company agreed to sell, in an upsized firm commitment offering, 10,400,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to Wainwright at an offering price to the public of $1.25 per share, less underwriting discounts and commissions. In addition, pursuant to the Underwriting Agreement, the Company has granted Wainwright a 30-day option to purchase up to an additional 1,560,000 shares of Common Stock at the same offering price to the public, less underwriting discounts and commissions. On December 3, 2020, Wainwright exercised its option to purchase additional shares of Common Stock in full.
The Company expects to receive net proceeds from the sale of the Shares, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, of approximately $13.4 million, which includes proceeds from the additional shares of Common Stock to be sold pursuant to Wainwright’s exercise in full of its option to purchase additional shares. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The offering, including the shares to be issued and sold pursuant to the exercise in full of Wainwright’s option to purchase additional shares, is expected to close on December 4, 2020, subject to satisfaction of customary closing conditions.
Wainwright is acting as the sole book-running manager for the offering. The Company will pay Wainwright an underwriting discount equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering and reimburse Wainwright for a non-accountable expense allowance of $15,000, up to $70,000 in legal fees and $12,900 for the clearing expenses.
The sale of the Shares, including shares sold pursuant to Wainwright’s exercise of its option to purchase additional shares of Common Stock in full, will be made pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-228656), including a prospectus contained therein dated December 26, 2018, as supplemented by a prospectus supplement, dated December 1, 2020, relating to the offering.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company and Wainwright against certain liabilities and customary contribution provisions in respect of those liabilities.
A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
On December 1, 2020, the Company issued press releases announcing the pricing and upsizing of the offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Exhibit 9.01 Financial Statements and Exhibits.
(d) Exhibits.
