| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 24, 2020, Magenta Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Cowen and Company, LLC, as representatives of the underwriters listed on Schedule 1 thereto (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 7,500,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $8.00 per share, less underwriting discounts and commissions. The Company granted the Underwriters a30-day option to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,125,000 shares of Common Stock, which the Underwriters exercised in full. The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $64.86 million. The Offering closed on June 29, 2020.
The Company made customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Offering was made pursuant to the Company’s effective shelf registration statement onForm S-3 (File No. 333- 233127), including the prospectus dated August 19, 2019, as supplemented by a prospectus supplement dated June 24, 2020 that was filed with the Securities and Exchange Commission on June 25, 2020.
The foregoing is only a brief description of certain terms of the Underwriting Agreement and the transactions contemplated thereby, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report onForm 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 to this Current Report onForm 8-K and incorporated by reference herein.
On June 24, 2020, the Company issued a press release announcing the Offering and a press release announcing the pricing 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated as of June 24, 2020, by and among Magenta Therapeutics, Inc. and Goldman Sachs & Co. LLC and Cowen and Company, LLC, as representatives of the underwriters named therein. |
| |
| 5.1 | | Opinion of Goodwin Procter LLP. |
| |
| 23.1 | | Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| |
| 99.1 | | Press release issued by Magenta Therapeutics, Inc. on June 24, 2020. |
| |
| 99.2 | | Press release issued by Magenta Therapeutics, Inc. on June 24, 2020. |
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