Item 1.01. Entry Into a Material Definitive Agreement.
On November 9, 2022, MeiraGTx Holdings plc (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Johnson and Johnson Innovation – JJDC, Inc., the investment arm of Johnson and Johnson (the “Investor”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investor an aggregate of 3,742,514 ordinary shares, nominal value $0.00003881 per share, at a purchase price of $6.68 per share (the “Shares”), for gross proceeds of approximately $25.0 million (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., one of the Janssen Pharmaceutical Companies of Johnson & Johnson. Prior to entering into the Securities Purchase Agreement and the issuance of the Shares, the Investor beneficially owned approximately 6.5% of the Company’s ordinary shares. The Company intends to use the net proceeds from the Private Placement to maintain and accelerate its existing preclinical and research programs and improve internal manufacturing and quality check capabilities.
In connection with the Private Placement, the Company intends to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor. Pursuant to the terms of the Registration Rights Agreement, the Company expects to be obligated to prepare and file with the Securities and Exchange Commission a registration statement to register for resale the Shares within 180 days of executing the Registration Rights Agreement.
Item 2.02. | Results of Operations and Financial Condition. |
On November 10, 2022, the Company issued a press release announcing its financial results for the quarter ended September 30, 2022. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Private Placement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, on November 9, 2022, the Company sold the Shares to an “accredited investor,” as that term is defined in 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. The Investor 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 on Form 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.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
