Krystal Biotech Inc.

12/03/2021 | Press release | Distributed by Public on 12/03/2021 15:07

Material Definitive Agreement - Form 8-K

8-K

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): November 30, 2021

KRYSTAL BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-38210 82-1080209

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

2100 Wharton Street, Suite 701

Pittsburgh, Pennsylvania15203

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (412)586-5830

Check the appropriate box below if the Form 8-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencementcommunications 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

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock KRYS Nasdaq Capital 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 November 30, 2021, Krystal Biotech, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, BofA Securities, Inc., Cowen and Company, LLC and William Blair & Company, L.L.C. as representatives of the several underwriters named therein (collectively, the "Underwriters") and the selling stockholders listed on Schedule IV therein (collectively, the "Selling Stockholders"), in connection with the public offering and sale (the "Offering") to the Underwriters of 2,666,667 shares of its common stock, $0.00001 par value per share ("Common Stock"), at a price to the public of $75.00 per share. Pursuant to the Underwriting Agreement, the Company and the Selling Stockholders granted the Underwriters a 30-dayoption to purchase up to an additional 200,000 shares of Common Stock from the Company and up to an additional 200,000 shares of Common Stock from the Selling Stockholders at the same purchase price per share. The Company's estimated net proceeds from the Offering are expected to be $187.7 million (or $201.8 million if the underwriter's option to purchase additional shares is exercised in full) after deducting underwriting discounts and other expenses incurred by the Company in connection with the Offering. The Company will not receive any proceeds from the sale of any shares by the Selling Stockholders. The Offering closed on December 3, 2021.

The Company currently intends to use the net proceeds from this Offering, together with its existing cash, cash equivalents and short-term investments: (i) to prepare for potential commercialization of VYJUVEKTM for dystrophic epidermolysis bullosa, if approved; (ii) to advance the clinical development of KB105 in TGM1-deficient ARCI and preclinical development of KB104 for Netherton syndrome; (iii) to advance development of KB407 for cystic fibrosis and KB408 for alpha-1antitrypsin deficiency; (iv) to accelerate its emerging respiratory pipeline; (v) to further invest in technology platform development, including exploration of additional routes of administration to target new organ systems and novel transgene payloads; (vi) to complete development of the Company's second good manufacturing practices certified manufacturing facility and commencement of operations of that facility; and (vii) for working capital and general corporate purposes, including research and development expenses and capital expenditures.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and are made as of specific dates; are solely for the benefit of the parties to the Underwriting Agreement (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Underwriting Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-Kand incorporated herein by reference.

A copy of the legal opinion as to the legality of the shares of Common Stock issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit
No.

Description

1.1 Underwriting Agreement, dated November 30, 2021, by and among the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., Cowen and Company, LLC and William Blair & Company, L.L.C. as representatives of the several underwriters named therein and the Selling Stockholders.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 3, 2021 KRYSTAL BIOTECH, INC.
By:

/s/ Krish S. Krishnan

Name: Krish S. Krishnan
Title: Chairman and Chief Executive Officer