Current Report Filing (8-k)
June 17 2021 - 3:59PM
Edgar (US Regulatory)
0001377121
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0001377121
2021-06-15
2021-06-15
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 15, 2021
PROTAGONIST THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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001-37852
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98-0505495
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Protagonist Therapeutics, Inc.
7707 Gateway Blvd., Suite 140
Newark, California 94560-1160
(Address of principal executive offices, including
zip code)
(510) 474-0170
(Registrant’s telephone number, including
area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.00001
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PTGX
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The Nasdaq Stock Market, LLC
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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 x
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 8.01. Other Events.
Underwriting Agreement
On June 15, 2021, 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 3,046,358 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 $37.75 per share, and the Underwriters have agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $35.485 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 456,953 shares of Common Stock at the public
offering price (the “Option Shares”), less underwriting discounts and commissions. On June 16, 2021, the Underwriters
exercised their option to purchase the Option Shares in full. The gross proceeds to the Company from this offering are expected to be
approximately $132.3 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by
the Company. The offering is expected to close on June 18, 2021, 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 offering is being made pursuant to the Company’s
effective registration statement on Form S-3ASR and an accompanying prospectus (Registration Statement No. 333-251254) previously filed
with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder.
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
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Financial Statements and Exhibits
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Protagonist Therapeutics, Inc.
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Dated: June 17, 2021
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By:
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/s/ Donald Kalkofen
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Donald Kalkofen
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Chief Financial Officer
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