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Share Name | Share Symbol | Market | Type |
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Karuna Therapeutics Inc | NASDAQ:KRTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 329.83 | 301.63 | 329.99 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 20, 2023 |
Karuna Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-38958 |
27-0605902 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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99 High Street, Floor 26 |
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Boston, Massachusetts |
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02110 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 857 449-2244 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, par value $0.0001 |
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KRTX |
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Nasdaq Global 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 21, 2023, Karuna Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 2,479,391 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $161.33 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $379.5 million. The Company also granted the Underwriters a 30-day option to purchase up to an additional 371,908 shares of Common Stock at the Offering Price (the “Option Shares”). On March 22, 2023, the Underwriters exercised in full their option to purchase the Option Shares. Giving effect to the sale of the Option Shares, the aggregate net proceeds to the Company, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $436.5 million. The Offering, including the sale of the Option Shares, is expected to close on March 24, 2023.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-239657), including the prospectus dated July 2, 2020, as supplemented by a prospectus supplement dated March 21, 2023, filed on March 22, 2023.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On March 20, 2023, the Company announced the commencement of the Offering, and on March 21, 2023, the Company announced the pricing of the Offering. Copies of the press releases announcing the commencement and the pricing of the Offering are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 |
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5.1 |
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23.1 |
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99.1 |
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Press Release issued by Karuna Therapeutics, Inc., dated March 20, 2023 |
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99.2 |
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Press Release issued by Karuna Therapeutics, Inc., dated March 21, 2023 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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KARUNA THERAPEUTICS, INC. |
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Date: |
March 22, 2023 |
By: |
/s/ Troy Ignelzi |
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Troy Ignelzi |
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