Item 1.01. Entry into a Material Definitive Agreement.
On January 28, 2020, Concert Pharmaceuticals, Inc. (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, as
representative of the several underwriters named therein (collectively, the
"Underwriters"), relating to an underwritten public offering of 4,752,420 shares
(the "Shares") of the Company's common stock, $0.001 par value per share (the
"Common Stock"), and pre-funded warrants to purchase 1,800,000 shares of Common
Stock (the "Pre-Funded Warrants"). All of the Shares and Pre-Funded Warrants are
being sold by the Company. The offering price of the Shares to the public is
$9.92 per share and the offering price of the Pre-Funded Warrants to the public
is $9.919 per share. Under the terms of the Underwriting Agreement, the Company
has granted the Underwriters an option, exercisable for 30 days, to purchase up
to an additional 982,863 shares of Common Stock at the public offering price
less the underwriting discounts and commissions.
The Pre-Funded Warrants have an initial exercise price of $0.001 per share and
are exercisable at any time after their original issuance at the option of each
holder, in such holder's discretion, by (i) payment in full in immediately
available funds for the number of shares of Common Stock purchased upon such
exercise or (ii) a cashless exercise, in which case the holder would receive
upon such exercise the net number of shares of Common Stock determined according
to the formula set forth in the Pre-Funded Warrant.
The Pre-Funded Warrants may not be exercised if, upon giving effect to such
exercise, (i) the aggregate number of shares of Common Stock beneficially owned
by the holder (together with its affiliates) would exceed 9.99% of the number of
shares of Common Stock outstanding immediately after giving effect to the
exercise, or (ii) the combined voting power of the Company's securities
beneficially owned by the holder (together with its affiliates) would exceed
9.99% of the combined voting power of all of the Company's securities then
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 may increase or decrease such percentage, but not in excess
of 19.99%, upon at least 61 days' prior notice from the holder to the Company.
In the event of certain fundamental transactions, the holders of the 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 the holders would
have received had they exercised the Pre-Funded Warrants immediately prior to
such fundamental transaction without regard to any limitations on exercise
contained in the Pre-Funded Warrants.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions.
The offering was made pursuant to a prospectus supplement dated January 28, 2020
and an accompanying base prospectus dated March 7, 2018 that form a part of the
registration statement on Form S-3 (File No. 333-223334) that the Company filed
with the Securities and Exchange

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Commission on March 1, 2018, which became effective on March 7, 2018. The
closing of the offering is expected to take place on January 30, 2020, subject
to customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. A copy of the Form of Pre-Funded Warrants is
attached as Exhibit 4.1 hereto and is incorporated herein by reference. The
foregoing description of the material terms of the Underwriting Agreement and
Pre-Funded Warrants does not purport to be complete and is qualified in its
entirety by reference to such exhibits.
A copy of the legal opinion and consent of Goodwin Procter LLP, counsel to the
Company, is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events.
The Company issued a press release on January 28, 2020, announcing the pricing
of the underwritten public offering. The press release is attached as Exhibit
99.1, and the information contained therein 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 28, 2020, by and
                  between the Company and Jefferies LLC, as representative of
                  the several underwriters named therein
    4.1             Form of Pre-Funded Warrant
    5.1             Opinion of Goodwin Procter LLP
    23.1            Consent of Goodwin Procter LLP (included in Exhibit 5.1)
    99.1            Press Release of the Company, dated January 28, 2020
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