DCPH Deciphera Pharmaceuticals Inc

On August 14, 2019, Deciphera Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Piper Jaffray & Co. and Jefferies LLC, as representatives of the several underwriters (the “Underwriters”), relating to the registered public offering (the “Offering”) of 10,810,810 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $37.00 per share. The net proceeds to the Company are expected to be approximately $375.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses. After the completion of the Offering, assuming net proceeds to the Company after deducting estimated offering expenses payable of $375.4 million, the Company expects that its cash, cash equivalents and short- and long-term investments, will be sufficient to fund its current operating and capital expenditure plans into 2022. The Offering is expected to close on August 19, 2019, subject to customary closing conditions. The Company has granted the Underwriters an option for 30 days to purchase up to 1,621,621 additional shares of Common Stock. If the Underwriters exercise the option in full, the Company expects to receive approximately $431.8 million of net proceeds, after deducting underwriting discounts and commissions and other estimated offering expenses. The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-227638), filed with the Securities and Exchange Commission (“SEC”) on October 1, 2018, and which was declared effective by the SEC on October 12, 2018.

The Underwriting Agreement contains customary representations, warranties, covenants 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. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed 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 is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Goodwin Procter LLP relating to the validity of the issuance and sale of shares of Common Stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1.