Item 1.01. Entry into a Material Definitive Agreement.
On
The Company expects to receive net proceeds from the Offering of approximately
The Underwriting Agreement contains customary representations, warranties and
covenants by 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, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made solely for the benefit of the parties
thereto and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Underwriting Agreement is incorporated herein by
reference only to provide investors with information regarding the terms of the
Underwriting Agreement and not to provide investors with any other factual
information regarding the Company or its business, and should be read in
conjunction with the disclosures in the Company's periodic reports and other
filings with the
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K (the "Current Report") contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Current Report that do not relate to
matters of historical fact should be considered forward-looking statements,
including without limitation statements regarding the consummation of the
offering, the terms of the offering, the satisfaction of customary closing
conditions with respect to the offering, the anticipated amount of net proceeds
from the offering, the intended use of such net proceeds and projected cash
runway. Statements using words such as "expect", "anticipate", "believe", "may",
"will" and similar terms are also forward-looking statements. These statements
are neither promises nor guarantees, but involve known and unknown risks,
uncertainties and other important factors that may cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements, including, but not limited to, the important factors discussed under
the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the
quarterly period ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 18, 2023 , by and among bluebird bio, Inc.,Goldman Sachs & Co. LLC andJ.P. Morgan Securities LLC . 5.1 Opinion ofLatham & Watkins LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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