Item 8.01. Other Events.
On April 9, 2019, Homology Medicines, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the public offering, issuance and sale by the Company of 5,555,556 shares of the Company’s common stock, $0.0001 par value per share, at a public offering price of $22.50 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on FormS-3 (RegistrationNo. 333-230664) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 833,333 shares of its common stock at the public offering price, less underwriting discounts and commissions. The closing of the offering is expected to occur on or about April 12, 2019, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the offering of approximately $117.0 million (or approximately $134.6 million if the underwriters exercise in full their option to purchase additional shares), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to advance itsHMI-102 gene therapy candidate for the treatment of phenylketonuria (“PKU”) in adults through a Phase 1/2 clinical trial, advance bothHMI-202, its central nervous system gene therapy candidate for the treatment of metachromatic leukodystrophy, andHMI-103, its gene editing candidate for the treatment of PKU in the pediatric population, through investigational new drug application-enabling studies and potentially into initial clinical trials. The Company also expects to use the proceeds to advance its other pipeline programs through preclinical development, further expand its intellectual property portfolio, potentially further expand its manufacturing capacity and for working capital and general corporate and administrative expenses.
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 of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated April 11, 2019, regarding the validity of the shares of common stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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