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 Commission.
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.