On January 7, 2021, REGENXBIO Inc. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with
BofA Securities, Inc., Morgan Stanley & Co. LLC and
Barclays Capital Inc., as representatives of the several
underwriters named therein (collectively, the “Underwriters”),
relating to the offer and sale of 4,260,000 shares of the Company’s
common stock, $0.0001 par value per share, at a price to the public
of $47.00 per share. The Company also granted the Underwriters a
30-day option to purchase
up to an additional 639,000 shares of the Company’s common stock.
The net proceeds to the Company from the offering are expected to
be approximately $187.8 million, after deducting underwriting
discounts and commissions and estimated offering expenses, or
$216.0 million if the Underwriters exercise in full their
option to purchase the additional shares of the Company’s common
stock. The offering is expected to close on January 12, 2021,
subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to the Company’s effective
shelf registration statement on Form S-3 (File No. 333-226691), which was
previously filed with the U.S. Securities and Exchange
The Underwriting Agreement contains customary representations,
warranties 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, 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. The Underwriting Agreement is not intended to
provide any other factual information about the Company.
Certain of the Underwriters and their affiliates have provided, and
may in the future provide, various investment banking, commercial
banking and other financial services for the Company and its
affiliates for which they have received, and may in the future
receive, customary fees.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of the
terms of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement. The legal opinion of
Covington & Burling LLP relating to the shares being
offered is filed herewith as Exhibit 5.1.
On January 8, 2021, the Company issued a press release
announcing the pricing of the offering. A copy of the press release
is attached as Exhibit 99.1 to this report and is incorporated
by reference herein.
Financial Statements and Exhibits.