Item 8.01. Other Events.
On
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
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
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 7, 2021 , amongREGENXBIO Inc. andBofA Securities, Inc. ,Morgan Stanley & Co. LLC andBarclays Capital Inc. , as representatives of the Underwriters. 5.1 Opinion ofCovington & Burling LLP . 23.1 Consent ofCovington & Burling LLP (included as part of Exhibit 5.1). 99.1 Press Release datedJanuary 8, 2021 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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