UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On August 21, 2020, PTC Therapeutics, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) under the Company’s universal shelf registration statement on Form S-3 (File No. 333-243712) filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2020 (the “Registration Statement”), relating to the offer and sale of the remaining shares of the Company’s common stock, having an aggregate offering price of up to $93,033,989 (the “Shares”), under its At the Market Offering Sales Agreement, dated as of August 7, 2019, by and among the Company, Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (the “Sales Agreement”). The Company will not make any further offers or sales of its common stock pursuant to the prior prospectus supplement dated August 7, 2019 and an accompanying prospectus dated August 24, 2017 relating to the offer and sale of shares of the Company’s common stock pursuant to the Sales Agreement. The Prospectus Supplement supersedes and replaces the prospectus supplement dated August 10, 2020, filed with the SEC on August 11, 2020, relating to the offer and sale of the remaining unsold shares of the Company’s common stock pursuant to the Sales Agreement. The Company did not make and will not make any offers or sales of its common stock pursuant to such prospectus supplement.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 1.1 | At the Market Sales Agreement, dated as of August 7, 2019, among PTC Therapeutics, Inc., Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Registrant on August 7, 2019) |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
Signature
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.
| PTC Therapeutics, Inc. | ||
| Date: August 21, 2020 | By: | /s/ Emily Hill |
| Name: | Emily Hill | |
| Title: | Chief Financial Officer | |