| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 11, 2024, NewAmsterdam Pharma Company N.V. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Goldman Sachs & Co. LLC, Leerink Partners LLC, TD Securities (USA) LLC, Guggenheim Securities, LLC and William Blair & Company, L.L.C., as representatives of the several underwriters listed on Schedule A thereto (the “Underwriters”), related to an underwritten public offering (the “Offering”) of 12,117,347 of the Company’s ordinary shares, nominal value €0.12 per share (the “Ordinary Shares”), at a public offering price of $24.50 per share and, in lieu of Ordinary Shares to certain investors, pre-funded warrants to purchase 4,882,653 Ordinary Shares (the “Pre-Funded Warrants”) at a public offering price of $24.4999 per Pre-Funded Warrant, which represents the per share public offering price for the Ordinary Shares less the $0.0001 per share exercise price for each such Pre-Funded Warrant. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 2,550,000 Ordinary Shares (the “Option Shares” and, together with the Ordinary Shares, the “Shares”) at the same price per share as the Ordinary Shares. All of the securities sold in the Offering are being sold by the Company.
On December 12, 2024, the Underwriters exercised their option to purchase the Option Shares in full. The net proceeds to the Company from the Offering, including the proceeds from the exercise by the Underwriters of their option to purchase the Option Shares, are expected to be approximately $452.6 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, but excluding a capital markets advisory fee payable by the Company in connection with the Offering.
The Shares and the Pre-Funded Warrants were offered pursuant to a registration statement on Form S-3 (File No. 333-280687), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 12, 2024 and a related registration statement on Form S-3 (File No. 333-283740) that was filed with the SEC on December 11, 2024 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) (and which became automatically effective upon filing), as supplemented by a prospectus supplement, dated December 11, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
Each Pre-Funded Warrant has an exercise price of $0.0001 per share. The exercise price of the Pre-Funded Warrants and the number of Ordinary Shares issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustments in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the Ordinary Shares. Each Pre-Funded Warrant is exercisable from the date of issuance solely by means of a cashless exercise. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause the aggregate number of Ordinary Shares beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, any holder of a Pre-Funded Warrant may increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’ prior written notice from the holder to the Company.
In addition, in certain circumstances, upon a fundamental transaction, a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to the fundamental transaction; provided, however, that in the event of a fundamental transaction where the consideration consists solely of cash, solely of marketable securities or a combination thereof, each Pre-Funded Warrant will be deemed to be exercised in full in a cashless exercise effective immediately prior to and contingent upon the consummation of such fundamental transaction.
The foregoing description of certain terms of the Pre-Funded Warrants does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
