SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2018
Global Blood Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
171 Oyster Point Blvd., Suite 300
South San Francisco, CA 94080
(Address of principal executive offices)
Registrants telephone number, including area code: (650) 741-7700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Underwritten Public Offering
On December 7, 2018, Global Blood Therapeutics, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Cantor Fitzgerald & Co., as representative of the several underwriters named therein (the Underwriters), to issue and sell 3,409,090 shares of common stock of the Company (Common Stock) in an underwritten public offering (the Offering) pursuant to a Registration Statement on Form S-3ASR (File No. 333-220127) containing a related base prospectus and prospectus supplement.
The public offering price was $44.00 per share of Common Stock. The Company estimates that the gross proceeds from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $150.0 million. The Offering closed on December 11, 2018. In addition, the Underwriters have a 30-day option to purchase 511,363 additional shares of Common Stock.
The Underwriting Agreement contains customary representations, warranties, covenants 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, speak 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.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Form 8-K.
Item 8.01 Other Events.
Press Releases for Underwritten Public Offering
On December 6, 2018, the Company issued a press release announcing the commencement of the Offering. On December 7, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|1.1||Underwriting Agreement dated December 7, 2018 by and between Global Blood Therapeutics, Inc. and Cantor Fitzgerald & Co., as representative of the several underwriters.|
|5.1||Opinion of Goodwin Procter LLP.|
|23.1||Consent of Goodwin Procter LLP (Included in Exhibit 5.1).|
|99.1||Press Release dated December 6, 2018.|
|99.2||Press Release dated December 7, 2018.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 12, 2018
|GLOBAL BLOOD THERAPEUTICS, INC.|
|By:||/s/ Jeffrey Farrow|
|Chief Financial Officer|