Item 1.01. Entry Into a Material Definitive Agreement.
On February 26, 2019, MeiraGTx Holdings plc (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 5,797,102 ordinary shares, nominal value $0.00003881 per share (the “Ordinary Shares”), at a purchase price of $13.80 per share (the “Shares”), for gross proceeds of approximately $80.0 million (the “Private Placement”).
The Company retained Evercore Group L.L.C. and Chardan Capital Markets LLC to serve asco-lead placement agents for the Private Placement. The financing was led by Johnson & Johnson Innovation – JJDC, Inc. (“JJDC”), the investment arm of Johnson & Johnson, which made a $40.0 million equity investment in the Company through the Private Placement. As previously disclosed, the Company is party to a Collaboration, Option and License Agreement, dated January 30, 2019, with Janssen Pharmaceuticals, Inc., part of the Janssen Pharmaceutical Companies of Johnson & Johnson. Perceptive Life Sciences Master Fund Ltd, one of the Company’s investors, participated in the Private Placement as a purchaser. The Company intends to use the net proceeds from the Private Placement to continue to advance its pipeline of innovative gene therapy assets through clinical development, as well as for general purposes.
In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated February 26, 2019 (the “Registration Rights Agreement”) with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) to register for resale the Shares on or prior to July 31, 2019.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report onForm 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Private Placement described in Item 1.01 of this Current Report onForm 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, on March 1, 2019, the Company sold the Shares to “accredited investors,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. Each of the Investors represented that it was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither this Current Report onForm 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy ordinary shares or other securities of the Company.
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