Item 1.01. Entry into a Material Definitive Agreement.
On August 6, 2021, Arvinas, Inc., a Delaware corporation (the “Company”), entered into an Equity Distribution Agreement (the “Sales Agreement”) with Piper Sandler & Co. (“Piper”) and Cantor Fitzgerald & Co. (“Cantor”), as agents (the “Agents”), pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share, having an aggregate offering price of up to $300,000,000 (the “Shares”) from time to time through the Agents (the “Offering”). The Company is filing a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with the Offering (the “Prospectus Supplement”) under the Company’s existing shelf Registration Statement on Form S-3 (File No. 333-251326), which became effective upon filing on December 14, 2020 (the “Registration Statement”).
The Company will submit orders to only one Agent at a time relating to the sale of Shares under the Sales Agreement. Upon delivery of a placement notice to an Agent and subject to the terms and conditions of the Sales Agreement, such Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Global Select Market or on any other existing trading market for the Company’s common stock.
The Company or the Agents may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. The Agents will act as sales agents on a commercially reasonable efforts basis consistent with their normal trading and sales practices.
The Company has agreed to pay the Agents commissions for their services of acting as agents of up to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 8.01 Other Items.
On August 6, 2021, in connection with entering into the Sales Agreement, the Company terminated its Equity Distribution Agreement, dated October 1, 2019, with Piper (the “Prior Sales Agreement”) related to the offer and sale of shares of the Company’s common stock in at-the-market offerings. The Prior Sales Agreement provided for the sale of shares of common stock having an aggregate offering price of up to $100.0 million. On August 6, 2021, the Company also filed a prospectus supplement terminating the offer and sale of shares in at-the-market offerings pursuant to the Prior Sales Agreement. As of the date of termination, the Company had sold an aggregate of 2,593,637 shares of its common stock under the Prior Sales Agreement for aggregate gross proceeds of $65.6 million.
