Item 8.01. Other Events
Underwriting Agreement
On January 12, 2022, Vaxcyte, Inc. ("Vaxcyte") entered into an underwriting
agreement (the "Underwriting Agreement") with BofA Securities, Inc., Jefferies
LLC and Evercore Group L.L.C., as representatives of the several underwriters
named therein (collectively, the "Underwriters"), relating to the issuance and
sale (the "Offering") of 2,500,000 shares of its common stock, par value $0.001
per share, at a price to the public of $20.00 per share, and pre-funded warrants
to purchase 2,500,000 shares of its common stock at a price to the public of
$19.999 per underlying share. Pursuant to the Underwriting Agreement, the
Underwriters have agreed to purchase the shares of common stock from Vaxcyte at
a price of $18.80 per share and the pre-funded warrants at a price of $18.799
per underlying share. The net proceeds to Vaxcyte from this Offering are
expected to be approximately $93.5 million, after deducting underwriting
discounts and commissions and other estimated offering expenses payable by
Vaxcyte. The Underwriters have a 30-day option to purchase up to an additional
750,000 shares of common stock. All of the shares and pre-funded warrants in the
Offering are being sold by Vaxcyte. The closing of the Offering is expected to
occur on or about January 18, 2022, subject to the satisfaction of customary
closing conditions.
The Offering is being made pursuant to our effective registration statement on
Form S-3 (Registration Statement No. 333-257622), as previously filed with the
Securities and Exchange Commission and a related prospectus and prospectus
supplement.
The Underwriting Agreement contains customary representations, warranties and
agreements by Vaxcyte, customary conditions to closing, indemnification
obligations of Vaxcyte 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.
The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the form
of pre-funded warrant is filed as Exhibit 4.1 hereto. The foregoing descriptions
of the terms of the Underwriting Agreement and the pre-funded warrants are
qualified in their entirety by reference to such exhibits hereto. A copy of the
opinion of Cooley LLP relating to the legality of the issuance and sale of the
securities in the Offering is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 12, 2022
4.1 Form of Pre-Funded Warrant
5.1 Opinion of Cooley LLP
23.1 Consent of Cooley LLP (contained in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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