| Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 21, 2023, AlloVir, Inc. (“AlloVir”) entered into an underwriting agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BoFA Securities, Inc., as the representatives of the several underwriters (the “Underwriters”) relating to an underwritten public offering of 20,000,000 shares of its common stock, par value $0.0001 per share, at a price to the public of $3.75 per share, less underwriting discounts and commissions. All of the shares are being sold by AlloVir. Under the terms of the underwriting agreement, AlloVir granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 3,000,000 shares of its common stock at the same price per share as the shares, less underwriting discounts and commissions.
AlloVir estimates that the net proceeds from the offering will be approximately $70.2 million, or approximately $80.7 million if the Underwriters exercise in full their option to purchase the additional shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses.
The shares will be issued pursuant to a shelf registration statement on Form S-3, as amended by that certain post-effective Amendment No. 2 that was filed with the Securities and Exchange Commission (“SEC”) on February 10, 2022 and declared effective by the SEC on February 28, 2022 (File No. 333-258539). A final prospectus supplement relating to the offering was filed with the SEC on June 22, 2023. The closing of the offering is expected to take place on or about June 26, 2023, subject to the satisfaction of customary closing conditions.
The underwriting agreement contains customary representations, warranties, covenants and agreements by AlloVir, customary conditions to closing, indemnification obligations of AlloVir 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. In addition, subject to certain exceptions, AlloVir and its executive officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of common stock during the 90-day period following the date of the underwriting agreement. 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 Goodwin Procter LLP relating to the shares and the additional shares is attached as Exhibit 5.1 hereto.