On May 30, 2019, Myovant Sciences Ltd. (“Myovant”) entered into an underwriting agreement (“Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC, and Evercore Group L.L.C., as representatives of the several underwriters named therein, relating to the issuance and sale of 15,151,516 of Myovant’s common shares (the “Offering”) at a price to the public of $8.25 per share. Myovant also granted the underwriters a 30-day option to purchase up to 2,272,727 additional common shares. The gross proceeds to Myovant from the Offering, excluding any exercise by the underwriters of their 30-day option to purchase additional common shares, are expected to be $125.0 million before deducting the underwriting discounts and commissions and offering expenses payable by Myovant. The Offering is scheduled to close on or about June 4, 2019, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by Myovant, indemnification obligations of Myovant and the underwriters, including for liabilities under the Securities Act of 1933, as amended, 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.
The Offering is being made by means of a written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration Statement No. 333-231764), previously filed with the Securities and Exchange Commission (“SEC”) and became effective on May 24, 2019. Myovant has filed a final prospectus supplement, dated May 30, 2019, relating to the issuance and sale of the shares with the SEC.
The Underwriting Agreement is attached as Exhibit 1.1 hereto, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Conyers Dill & Pearman Limited relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
The disclosures on this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
