TWST Twist Bioscience
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 2, 2020
Twist Bioscience Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(I. R. S. Employer
681 Gateway Boulevard
South San Francisco, CA 94080
(Address of principal executive offices, including ZIP code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock||TWST||The Nasdaq Global Select Market|
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 ☐
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. ☐
Entry into a Material Definitive Agreement.
On December 2, 2020, Twist Bioscience Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Company LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein (collectively, the “Underwriters”), and the selling stockholders named therein (the “Selling Stockholders”), pursuant to which the Company agreed to issue and sell an aggregate of 3,136,362 shares of its common stock, including 409,090 shares pursuant to an option granted to the Underwriters to purchase such additional shares that was exercised in full, and the Selling Stockholders agreed to sell an aggregate of 75,000 shares of the Company’s common stock (collectively, the “Shares”) to the Underwriters (the “Offering”). The Shares will be sold to the Underwriters at a public offering price of $110.00 per share, less the underwriting discount and commissions. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-238906), which was filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2020, and the prospectus supplement dated December 2, 2020 filed by the Company with the SEC. The Offering is scheduled to close on or about December 7, 2020, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion and consent of Orrick, Herrington & Sutcliffe LLP relating to the validity of the Shares issued in connection with the Offering is filed herewith as Exhibit 5.1 and Exhibit 23.1, respectively.
Financial Statements and Exhibits.
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.
|Date: December 4, 2020||Twist Bioscience Corporation|
/s/ Mark Daniels
Senior Vice President, Chief Legal Officer, Chief
Ethics and Compliance Officer, and Secretary