UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2021 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 27, 2021, Repare Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 4,000,000 of the Company’s common shares, no par value (the “Common Shares”), at a price to the public of $22.00 per share, less underwriting commissions, pursuant to an effective shelf registration statement on Form S-3 (File No. 333-257668) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 600,000 Common Shares at the public offering price less underwriting commissions, which option was exercised in full prior to the closing of the Offering. The closing of the Offering occurred on November 1, 2021.
The Company estimates the net proceeds from the Offering, including from the exercise by the Underwriters of their option to purchase additional Common Shares as described above, will be approximately $93.9 million, after deducting underwriting commissions and estimated offering expenses payable by the Company.
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.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto 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.
Stikeman Elliott LLP, Canadian counsel to the Company, has issued an opinion to the Company regarding the validity of the common shares to be issued and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On October 27, 2021, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On October 27, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated October 27, 2021, by and among Repare Therapeutics Inc. and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Stikeman Elliott LLP | |
| 23.1 | Consent of Stikeman Elliott LLP (included in Exhibit 5.1) | |
| 99.1 | Press release, dated October 27, 2021 | |
| 99.2 | Press release, dated October 27, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| REPARE THERAPEUTICS INC. | ||
| By: | /s/ Lloyd M. Segal | |
| Lloyd M. Segal President and Chief Executive Officer | ||
Dated: November 1, 2021