On June 29, 2021, Intellia Therapeutics, Inc. (the "Company" or "Intellia") reported that it entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co LLC, Jefferies LLC, SVB Leerink LLC, and Barclays Capital Inc. as representatives of the several underwriters listed on Schedule A thereto (the "Underwriters"), related to a public offering (the "Offering") of 4,137,931 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") at a price to the public of $145.00 per share (Filing, 8-K, Intellia Therapeutics, JUN 29, 2021, View Source [SID1234584582]). In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 620,689 shares, which option was exercised in full on June 30, 2021. The Company estimates that the net proceeds from the offering will be approximately $648.1 million, including the additional shares, after deducting the underwriting discount and its estimated offering expenses. The offering is expected to close on July 2, 2021, subject to customary closing conditions.
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The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-251022), including the prospectus dated November 30, 2020, as supplemented by a prospectus supplement dated June 29, 2021. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP, relating to the legality of the ordinary shares, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.