Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2022, Epizyme, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Jefferies LLC, as representative
of the several underwriters listed therein (collectively, the "Underwriters"),
relating to an underwritten public offering (the "Offering") of 56,666,667
shares (the "Shares") of the Company's common stock, par value $0.0001 per share
(the "Common Stock") at a public offering price of $1.50 per share. All of the
Shares are being sold by the Company. The Underwriters have agreed to purchase
the Shares from the Company pursuant to the Underwriting Agreement at a price of
$1.41 per share. Under the terms of the Underwriting Agreement, the Company has
also granted the Underwriters an option, exercisable for 30 days, to purchase up
to an additional 8,500,000 shares of Common Stock (the "Additional Shares"), at
the same price per share as the Shares.
The Company estimates that the net proceeds from the Offering will be
approximately $79.5 million, or approximately $91.4 million if the Underwriters
exercise in full their option to purchase Additional Shares, in each case, after
deducting underwriting discounts and commissions and estimated offering
expenses. Based on the Company's research and development plans and its timing
expectations related to the progress of its programs, the Company expects that
the net proceeds from the Offering, together with the Company's existing cash,
cash equivalents and marketable securities as of December 31, 2021, and product
revenue the Company expects to generate from product sales, will enable the
Company to fund its operating expenses and capital expenditure requirements into
the third quarter of 2023.
The Shares, and any Additional Shares, will be issued pursuant to a prospectus
supplement dated January 26, 2022 and an accompanying base prospectus dated
May 13, 2021 that form a part of the registration statement on Form S-3 that the
Company filed with the U.S. Securities and Exchange Commission ("SEC") (File
No. 333-255806), which was declared effective by the SEC on May 13, 2021. The
closing of the Offering is expected to take place on or about January 31, 2022,
subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties,
covenants and agreements 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 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. A copy of the Underwriting Agreement is attached as Exhibit
1.1 hereto and is incorporated herein by reference. The foregoing description of
the material terms of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr
LLP relating to the Shares and Additional Shares is attached as Exhibit 5.1
hereto.
Forward-Looking Statements
Any statements in this report about future expectations, plans and prospects for
Epizyme, Inc. and other statements containing the words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan," "predict," "project," "target,"
"potential," "will," "would," "could," "should," "continue," and similar
expressions, constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Actual results may
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differ materially from those indicated by such forward-looking statements as a
result of various important factors, including: the uncertainties related to
market conditions and the completion of the Offering on the anticipated terms or
at all; uncertainties associated with the commercialization of pharmaceutical
products; uncertainties inherent in the initiation of future clinical studies
and in the availability and timing of data from ongoing clinical studies;
whether results from preclinical studies or earlier clinical studies of the
Company's product candidates will be predictive of the results of future trials;
whether the Company will receive regulatory approvals, including accelerated
approval, to conduct trials or to market products; whether the Company's cash
resources will be sufficient to fund the Company's foreseeable and unforeseeable
operating expenses and capital expenditure requirements; and other factors
discussed in the "Risk Factors" section of the preliminary prospectus supplement
related to the Offering filed with the SEC on January 26, 2022, the Company's
Quarterly Report on Form 10-Q filed with the SEC on November 9, 2021, the
Company's Annual Report on Form 10-K filed with the SEC on February 23, 2021,
and the risks described in other filings that the Company may make with the SEC.
In addition, the forward-looking statements included in this report represent
the Company's views as of the date hereof and should not be relied upon as
representing the Company's views as of any date subsequent to the date hereof.
The Company anticipates that subsequent events and developments will cause the
Company's views to change. However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 26, 2022, by and among the
Company and Jefferies, LLC, as representative of the several
Underwriters
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in
Exhibit 5.1 above)
104 Cover Page Interactive Data File (embedded within XBRL document)
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