Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2021, Aileron Therapeutics, Inc. (the "Company") entered into a
securities purchase agreement (the "Purchase Agreement") with certain
institutional investors (the "Purchasers"), pursuant to which the Company agreed
to issue and sell, in a registered direct offering (the "Offering"), an
aggregate of 32,630,983 shares of common stock, $0.001 par value per share, of
the Company (the "Common Stock"), at a purchase price per share of $1.10 (the
"Shares"). The aggregate gross proceeds to the Company in the Offering are
expected to be $35.9 million, before deducting fees payable to the placement
agent and other estimated offering expenses payable by the Company The Shares
are being offered by the Company pursuant to a shelf registration statement on
Form S-3 (File No. 333-226650) that was filed with the United States Securities
and Exchange Commission ("SEC") on July 1, 2018, and declared effective by the
SEC on July 15, 2019, and a prospectus supplement thereunder. The Offering is
expected to close on or about January 8, 2021, subject to customary closing
conditions.
Pursuant to the Placement Agent Agreement between the Company and JonesTrading
Institutional Services LLC ("JonesTrading"), dated as of January 6, 2021, the
Company will pay placement agent fees of approximately $2.2 million to
JonesTrading and will reimburse JonesTrading for its reasonable and documented
out-of-pocket expenses incurred in connection with the Offering, including its
legal expenses, subject to a limit of $35,000 in the case of its legal expenses.
The Purchase Agreement contains customary representations, warranties, covenants
and agreements by the Company, customary conditions to closing, indemnification
obligations, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Purchase 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 foregoing description of
the Purchase Agreement is qualified in its entirety by reference to the full
text of the Purchase Agreement, a copy of which is filed herewith as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr
LLP, counsel to the Company, relating to the Shares is attached as Exhibit 5.1
to this Current Report on Form 8-K.
Item 8.01 Other Events.
On January 6, 2021, the Company issued a press release announcing the pricing of
the Offering. A copy of the press release has been filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
10.1 Form of Securities Purchase Agreement
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained
in Exhibit 5.1 above)
99.1 Press Release, dated January 6, 2021
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