AMICUS THERAPEUTICS, INC.

Regulatory Filings • May 31, 2019

8-K 1 a19-10747_38k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 20549*

*FORM 8-K*

*CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*

Date of report (Date of earliest event reported): May 30, 2019

*AMICUS THERAPEUTICS, INC.*

(Exact Name of Registrant as Specified in Charter)

*Delaware*

(State or Other Jurisdiction of Incorporation)

001-33497	71-0869350
(Commission File Number)	(IRS Employer Identification No.)

1 Cedar Brook Drive, Cranbury, New Jersey	08512
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (609) 662-2000

(Former Name or Former Address, if Changed Since Last Report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	FOLD	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

SEQ.=1,FOLIO='',FILE='C:\JMS\111404\19-10747-3\task9379835\10747-3-ba.htm',USER='111404',CD='May 31 12:31 2019'

*Item 1.01. Entry Into a Material Definitive Agreement.*

On May 30, 2019, Amicus Therapeutics, Inc. (the “ *Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and SVB Leerink LLC (collectively, the “ Underwriters ”), relating to an underwritten public offering of 16,279,070 shares (the “ Underwritten Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Offering*** ”). The price to the public in this Offering is $10.75 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $10.105 per share.

In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days after May 30, 2019, to purchase up to an additional 2,441,860 shares of the Company’s common stock (the “ *Option Shares ”, and together with the Underwritten Shares, the “ Shares*** ”) at a price of $10.105.

The net proceeds from the sale of the Underwritten Shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $164 million.

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-231017) filed with the U.S. Securities and Exchange Commission (the “ *Commission*** ”) on April 24, 2019, which became effective automatically upon the filing thereof. A preliminary prospectus supplement relating to the Offering was filed with the Commission on May 30, 2019, and a final prospectus supplement relating to the Offering was filed with the Commission on May 31, 2019. The closing of the Offering is expected to take place on June 4, 2019, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants of 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 and other provisions customary for transactions of this nature. The representations, warranties and covenants of the Company contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The legal opinion and consent of Pepper Hamilton LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company’s press releases, dated May 29, 2019 and May 30, 2019, announcing the commencement and pricing of the Offering, respectively, are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

*Item 9.01. Financial Statements and Exhibits.*

(d) Exhibits :

Exhibit Number	Description
1.1	Underwriting Agreement, dated May 30, 2019, by and among Amicus Therapeutics, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and SVB Leerink LLC.
5.1	Opinion of Pepper Hamilton LLP.
23.1	Consent of Pepper Hamilton LLP (reference is made to Exhibit 5.1 hereto).
99.1	Press Release of Amicus Therapeutics, Inc. dated May 29, 2019.
99.2	Press Release of Amicus Therapeutics, Inc. dated May 30, 2019.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\111404\19-10747-3\task9379835\10747-3-ba.htm',USER='111404',CD='May 31 12:31 2019'

*SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMICUS THERAPEUTICS, INC. — By:	/s/ ELLEN S. ROSENBERG
Name:	Ellen S. Rosenberg
Title:	Chief Legal Officer

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\111404\19-10747-3\task9379835\10747-3-ba.htm',USER='111404',CD='May 31 12:31 2019'