Item 1.01 Entry into a Material Definitive Agreement
On January 22, 2020, Blueprint Medicines Corporation (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
named therein (collectively, the "Underwriters"), relating to an underwritten
public offering (the "Offering") of 4,710,144 shares of the Company's common
stock, $0.001 par value per share (the "Common Stock"), at a price to the public
of $69.00 per share (the "Offering Price"). The Company has also granted the
Underwriters a 30-day option to purchase up to an additional 706,521 shares of
Common Stock at the Offering Price. After deducting the underwriting discounts
and commissions and estimated offering expenses, the Company expects to receive
net proceeds from the Offering of approximately $308.2 million (or approximately
$354.6 million if the underwriters exercise in full their option to purchase
additional shares).
The Offering was made pursuant to the Company's effective automatic shelf
registration statement on Form S-3ASR (File No. 333-216573), as supplemented by
a prospectus supplement dated January 22, 2020, filed on January 23, 2020. The
Offering is expected to close on or about January 27, 2020, subject to the
satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of
the issuance and sale of the shares in the Offering is attached as Exhibit 5.1
to this Current Report on Form 8-K.
Item 8.01 Other Events
On January 22, 2020, the Company issued a press release announcing the pricing
of the Offering. A copy of this press release is attached to this Current Report
on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of January 22, 2020, among
Blueprint Medicines Corporation 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 Blueprint Medicines Corporation on January
22, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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