On December 21, 2022, Madrigal Pharmaceuticals, Inc. (the "Company" or "Madrigal") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with a group of institutional investors (collectively, the "Investors") (Filing, 8-K, Madrigal Pharmaceuticals, DEC 21, 2022, View Source [SID1234625600]). The Securities Purchase Agreement provides for the issuance and sale to the Investors of (i) 400,000 shares of the Company’s new Series B Convertible Preferred Stock ("Series B Preferred Stock") at a price of $225.00 per share, and (ii) 44,444 shares of the Company’s common stock ("Common Stock") at a price of $225.00 per share.
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The Series B Preferred Stock is convertible by the holders into shares of Common Stock at a conversion price of $225.00 per share, subject to adjustment as provided in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the "Certificate of Designation"). With the exception of the conversion price, the terms of the Series B Preferred Stock are substantially similar to the terms of the Company’s existing Series A Convertible Preferred Stock ("Series A Preferred Stock").
The gross proceeds from the transaction will be $100 million in the aggregate before estimated transaction expenses, which gross proceeds are comprised of $90 million for the shares of Series B Convertible Preferred Stock and $10 million for the shares of common stock. The net proceeds received by the Company from the transaction will be used for the Company’s clinical development program and preparation for a potential launch of resmetirom in the U.S. and general corporate purposes, including, without limitation, research and development expenditures, clinical trial expenditures, manufacture and supply of drug substance and drug products, acquisitions of new technologies, capital expenditures and working capital.
Each of the Investors are existing stockholders of the Company.
The Company will file a prospectus supplement with the Securities and Exchange Commission ("SEC") concerning the offer and sale of the Series B Preferred Stock and Common Stock being sold under the Securities Purchase Agreement (the "Offering"). The prospectus supplement will be filed under the Company’s effective shelf registration statement on Form S-3 (File No. 333-256666), and the base prospectus contained therein, filed with the SEC on June 1, 2021. The Offering is expected to close on or about December 23, 2022, subject to customary closing conditions. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Series B Preferred Stock or the Common Stock. The legal opinion of Hogan Lovells US LLP relating to the legality of the issuance and sale of the Series B Preferred Stock and the Common Stock pursuant to the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the Securities Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Offering and the documentation related thereto is qualified by reference to such Exhibit to this Current Report on Form 8-K. The Securities Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Securities 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 representations and warranties have been made for the purposes of allocating contractual risk between the parties to the Securities Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to other investors generally.
On December 22, 2022, the Company also entered into an amendment (the "Amendment") to that certain Securities Purchase Agreement, dated June 20, 2017, with funds affiliated with Baker Bros. Advisors LP (the "Baker Bros. Investors"). Pursuant to the Amendment, the Baker Bros. Investors’ right to nominate one director to the Company’s board of directors was amended such that in order to exercise the right, among other conditions, the Baker Bros. Investors must hold both (i) at least 50% of the Company’s Series A Preferred Stock (including conversion shares) that they originally acquired and (ii) at least 9.5% of the outstanding shares of the Company’s common stock.
A copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.