UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On January 22, 2020, Blueprint Medicines Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Cowen and Company, LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 4,710,144 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $69.00 per share (the “Offering Price”). The Company has also granted the Underwriters a 30-day option to purchase up to an additional 706,521 shares of Common Stock at the Offering Price. After deducting the underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the Offering of approximately $308.2 million (or approximately $354.6 million if the underwriters exercise in full their option to purchase additional shares).
The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3ASR (File No. 333-216573), as supplemented by a prospectus supplement dated January 22, 2020, filed on January 23, 2020. The Offering is expected to close on or about January 27, 2020, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K 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.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events |
On January 22, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of January 22, 2020, among Blueprint Medicines Corporation and Goldman Sachs & Co. LLC and Cowen and Company, LLC, as representatives of the underwriters named therein | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 99.1 | Press release issued by Blueprint Medicines Corporation on January 22, 2020 | |
| 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.
| BLUEPRINT MEDICINES CORPORATION | ||
| Date: January 23, 2020 | By: | /s/ Jeffrey W. Albers |
| Jeffrey W. Albers | ||
| Chief Executive Officer | ||