Schrodinger Inc.
02/29/2024 | Press release | Distributed by Public on 02/29/2024 05:19
Material Agreement - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2024, Schrödinger, Inc., a Delaware corporation (the "Company"), entered into an Amended and Restated Sales Agreement (the "Sales Agreement") with Leerink Partners LLC, as agent ("Leerink Partners"), pursuant to which the Company may offer and sell shares of its common stock, $0.01 par value per share (the "Common Stock"), from time to time through Leerink Partners. The shares of Common Stock to be sold under the Sales Agreement (the "Shares"), if any, may be issued and sold pursuant to the Company's shelf Registration Statement on Form S-3ASR (File No. 333-277479), which became automatically effective upon filing on February 28, 2024 (the "Registration Statement"), and a prospectus, dated February 28, 2024, relating to the Shares, which forms a part of the Registration Statement (the "Prospectus"). Pursuant to the Prospectus, the Company may offer and sell Shares through Leerink Partners having an aggregate offering price of up to $250.0 million under the Sales Agreement. The Sales Agreement amends and restates the sales agreement the Company previously entered into with Leerink Partners on May 24, 2023 (the "Prior Sales Agreement"), which is no longer in effect. The Company did not sell any shares of its Common Stock under the Prior Sales Agreement.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Leerink Partners may sell the Shares by any method permitted that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.
The Company or Leerink Partners may suspend or terminate the offering of the Shares upon notice to the other party, subject to certain conditions. Leerink Partners will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market.
The Company has agreed to pay Leerink Partners commissions for its services as agent of up to 3.0% of the aggregate gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide Leerink Partners with customary indemnification and contribution rights.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.