Item 8.01. Other Events.
Underwriting Agreement
On April 4, 2023, Protagonist Therapeutics, Inc. ("Protagonist" or the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with J.P. Morgan Securities LLC, Jefferies LLC and Piper Sandler & Co., as
representatives of the several underwriters named therein (collectively, the
"Underwriters"), relating to the public offering, issuance and sale of 5,000,000
shares of the Company's common stock, par value $0.00001 per share (the "Common
Stock"). The price to the public in this offering is $20.00 per share, and the
Underwriters have agreed to purchase the shares from the Company pursuant to the
Underwriting Agreement at a price of $18.80 per share. Under the terms of the
Underwriting Agreement, Protagonist also granted the Underwriters an option
exercisable for 30 days to purchase up to an additional 750,000 shares of Common
Stock at the public offering price, less underwriting discounts and commissions.
The gross proceeds to the Company from this offering are expected to be
approximately $100.0 million, before deducting underwriting discounts and
commissions and other estimated offering expenses payable by the Company. The
offering is expected to close on April 10, 2023, subject to customary closing
conditions.
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 representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the contracting
parties.
The securities described above were offered pursuant to a shelf registration
statement (File No. 333-266595), which became effective on August 16, 2022. A
final prospectus supplement dated April 4, 2023 relating to and describing the
terms of the offering was filed with the U.S. Securities and Exchange Commission
on April 5, 2023.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the
description of the terms of the Underwriting Agreement is qualified in its
entirety by reference to such exhibit. A copy of the opinion of Gibson, Dunn &
Crutcher LLP relating to the legality of the issuance and sale of the shares in
the offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
1.1 Underwriting Agreement, dated April 4, 2023
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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