Item 8.01 Other Events
On
The offering is being made pursuant to the Company's effective registration
statement on Form S-3 (Registration Statement No. 333-233056) previously filed
with the
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, 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.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, which is
incorporated by reference herein, and the description of the terms of the
Underwriting Agreement is qualified in its entirety by reference to such
exhibit. A copy of the opinion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description
1.1 Underwriting Agreement, datedJanuary 22, 2020 , amongXenon Pharmaceuticals Inc. ,Jefferies LLC, Stifel, Nicolaus & Company, Incorporated , andGuggenheim Securities, LLC as representatives of the several underwriters named therein 5.1 Opinion ofBlake, Cassels & Graydon LLP 23.1 Consent ofBlake, Cassels & Graydon LLP (contained in Exhibit 5.1)
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