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 March 23, 2023, 89bio, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with BofA Securities, Inc., SVB Securities, LLC and Evercore Group L.L.C., as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 16,923,077 shares of the Company’s common stock at a public offering price of $16.25 per share (the “Offering”). In addition, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 2,538,461 shares of its common stock at the public offering price, less the underwriting discounts and commissions.
The gross proceeds from the Offering are expected to be approximately $275 million before deducting customary underwriting discounts and offering expenses and before giving effect to the option to purchase additional shares, if exercised.
The securities described above were offered pursuant to a shelf registration statement (File No. 333-269471), which became effective on February 14, 2023. A final prospectus supplement dated March 23, 2023 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on March 27, 2023. The Offering is expected to close on March 28, 2023.
In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 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 opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | 89bio, Inc. Underwriting Agreement | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) | |
| 104 | The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL. | |
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.
| Date: March 27, 2023 | 89bio, Inc. | |||||
| By: | /s/ Rohan Palekar | |||||
| Rohan Palekar | ||||||
| Chief Executive Officer | ||||||