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
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| Item 7.01 | Regulation FD Disclosure. |
On April 12, 2023, Repligen Corporation (the “Company”) made available an Investor Presentation relating to the FlexBiosys Transaction described in Item 8.01 of this 8-K. A copy of this Investor Presentation is attached to this Current Report on Form 8-K and furnished as Exhibit 99.1.
The information in this Item 7.01 of this Form 8-K attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall any of it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
On April 12, 2023, the Company executed an Equity Purchase Agreement (the “EPA”), with FlexBiosys, Inc. (“FlexBiosys”), TSAP Holdings, Inc. (“NJ Seller”), Gayle Tarry and Stanley Tarry, as individuals (collectively with NJ Seller, the “Sellers”), and Stanley Tarry, in his capacity as the representative of the Sellers, pursuant to which the Company, subject to the satisfaction or waiver of the conditions set forth in the EPA, will acquire all of the outstanding equity interests in FlexBiosys for cash and equity consideration (the “FlexBiosys Transaction”), in addition to performance-based earnout payments, which may be accrued through year-end 2024. The FlexBiosys Transaction is expected to close during the second quarter of 2023.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Investor Presentation furnished by Repligen Corporation. | |
| 104 | Cover page from this 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.
| REPLIGEN CORPORATION | ||||||
| Date: April 12, 2023 | By: | /s/ Tony J. Hunt | ||||
| Tony J. Hunt | ||||||
| President and Chief Executive Officer | ||||||