Solid Biosciences Files 8-K: Material Agreement, Equity Sales

Ticker: SLDB · Form: 8-K · Filed: Jan 8, 2024 · CIK: 1707502

Solid Biosciences Inc. 8-K Filing Summary
FieldDetail
CompanySolid Biosciences Inc. (SLDB)
Form Type8-K
Filed DateJan 8, 2024
Risk Levelmedium
Pages10
Reading Time12 min
Key Dollar Amounts$0.001, $5.53, $5.529, $108.9 m, $104.1 m
Sentimentmixed

Complexity: simple

Sentiment: mixed

Topics: material-agreement, equity-sales, corporate-action

TL;DR

**Solid Biosciences just dropped an 8-K about a big new deal and selling more stock.**

AI Summary

Solid Biosciences Inc. filed an 8-K on January 8, 2024, reporting an entry into a material definitive agreement, results of operations, and unregistered sales of equity securities. This filing indicates significant corporate actions, including potential new partnerships or financial arrangements, and the issuance of new shares outside of a public offering. For investors, this matters because new agreements could signal growth or strategic shifts, while unregistered equity sales could dilute existing shareholder value if not managed carefully.

Why It Matters

This filing signals significant corporate activity, including potential new strategic directions and changes to the company's capital structure, which can directly impact stock valuation.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can dilute existing shareholder value if not accompanied by significant positive developments.

Analyst Insight

Investors should investigate the details of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' once they become public to assess potential dilution and the strategic implications for Solid Biosciences Inc.'s future.

Key Players & Entities

  • Solid Biosciences Inc. (company) — the registrant filing the 8-K
  • January 8, 2024 (date) — date of earliest event reported and filing date
  • 001-38360 (other) — Commission File Number for Solid Biosciences Inc.
  • 500 Rutherford Avenue, Third Floor, Charlestown, Massachusetts 02129 (other) — Address of Principal Executive Offices for Solid Biosciences Inc.
  • (617) 337-4680 (other) — Registrant's telephone number

FAQ

What specific items were reported in Solid Biosciences Inc.'s 8-K filing on January 8, 2024?

The 8-K filing reported an 'Entry into a Material Definitive Agreement,' 'Results of Operations and Financial Condition,' 'Unregistered Sales of Equity Securities,' 'Regulation FD Disclosure,' 'Other Events,' and 'Financial Statements and Exhibits' as per the 'ITEM INFORMATION' section.

What is the earliest event reported date for this 8-K filing?

The 'Date of Report (Date of earliest event reported)' is January 8, 2024, as stated in the filing.

Where are Solid Biosciences Inc.'s principal executive offices located?

Solid Biosciences Inc.'s principal executive offices are located at 500 Rutherford Avenue, Third Floor, Charlestown, Massachusetts 02129, according to the filing.

What is the Commission File Number for Solid Biosciences Inc.?

The Commission File Number for Solid Biosciences Inc. is 001-38360, as indicated in the filing.

What is the significance of 'Unregistered Sales of Equity Securities' being reported in this 8-K?

The reporting of 'Unregistered Sales of Equity Securities' means Solid Biosciences Inc. has sold new shares to investors without a public offering. This can increase the total number of shares outstanding, potentially diluting the ownership percentage of existing shareholders, and is often done to raise capital quickly.

Filing Stats: 2,960 words · 12 min read · ~10 pages · Grade level 14.9 · Accepted 2024-01-08 07:24:02

Key Financial Figures

  • $0.001 — ange on which registered Common Stock $0.001 par value per share SLDB The Nasdaq
  • $5.53 — r share (the " Shares "), at a price of $5.53 per share, and, to one Investor in lieu
  • $5.529 — " Pre-Funded Warrants "), at a price of $5.529 per Pre-Funded Warrant (the " Private P
  • $108.9 m — the Private Placement of approximately $108.9 million, before deducting placement agent
  • $104.1 m — the Private Placement of approximately $104.1 million, after deducting placement agent
  • $123.9 million — le-for-sale securities of approximately $123.9 million as of December 31, 2023. The estimate

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 8, 2024, Solid Biosciences Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " Securities Purchase Agreement ") with certain institutional accredited investors (the " Investors "), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 16,973,103 shares of the Company's common stock, par value $0.001 per share (the " Shares "), at a price of $5.53 per share, and, to one Investor in lieu of Shares, pre-funded warrants to purchase 2,712,478 shares of the Company's common stock (the " Pre-Funded Warrants "), at a price of $5.529 per Pre-Funded Warrant (the " Private Placement "). The Private Placement is expected to close on or about January 11, 2024, subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $108.9 million, before deducting placement agent fees and offering expenses, and aggregate net proceeds from the Private Placement of approximately $104.1 million, after deducting placement agent fees. Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. acted as joint lead placement agents for the Private Placement. The Company has granted the Investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreement. The Private Placement includes new and existing investors, including Perceptive Advisors, Adage Capital Partners LP, Deerfield Management Company, Invus, Janus Henderson Investors, Vestal Point Capital, LP, Bain Capital Life Sciences, RA Capital Management and an undisclosed life sciences investor, among others. Pre-Funded Warrants Each Pre-Funded Warrant to be issued in the Private Placement will have an exercise price of $0.001 per share, will be exerc

02

Item 2.02. Results of Operations and Financial Condition. Spokespersons of the Company plan to present the information in the presentation attached hereto as Exhibit 99.1 (the " Presentation ") at various meetings beginning on January 8, 2024, including investor and analyst meetings in connection with the J.P. Morgan Healthcare Conference. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Although the Company has not finalized its full financial results for the fourth quarter and fiscal year ended December 31, 2023, the Company disclosed in the Presentation that it expects to report cash, cash equivalents and available-for-sale securities of approximately $123.9 million as of December 31, 2023. The estimated cash, cash equivalents and available-for-sale securities figure is preliminary and unaudited, represents management's estimate as of the date of this report, is subject to completion of the Company's financial closing procedures for the fourth quarter and fiscal year ended December 31, 2023, and does not present all necessary information for a complete understanding of the Company's financial condition as of December 31, 2023, or the Company's results of operations for the year ended December 31, 2023. The actual financial results may differ materially from the preliminary estimated financial information. The information provided under Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the Shares and the Pre-Funded Warrants will be exempt from registration under Section 4(a)(2) of the Securities Act. The Shares and Pre-Funded Warrants have not been registered under the Securities Act or any state securities laws, and the Shares and Pre-Funded Warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. The Investors represented that they are institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, and that they are acquiring the Shares and Pre-Funded Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares and Pre-Funded Warrants in violation of the United States federal securities laws.

01

Item 7.01 Regulation FD Disclosure. The information contained above in Item 2.02 related to the Presentation is hereby incorporated by reference into this Item 7.01. The information provided under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. By providing the information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1), the Company is not making an admission as to the materiality of any information herein. The information contained in Item 7.01 of this Current Report on Form 8-K is intended to be considered in the context of more complete information included in the Company's filings with the SEC and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

01

Item 8.01 Other Events. On January 8, 2024, the Company issued a press release announcing the Private Placement. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. On January 8, 2024, the Company announced that it anticipates providing an initial safety update from cohort 1 of its Phase 1/2 clinical trial, SGT-003-101, a first in human, open-label, multicenter trial to determine the safety and tolerability of SGT-003 in pediatric patients with Duchenne muscular dystrophy, in mid-2024, subject to initiating patient dosing in mid-to-late first quarter of 2024, and anticipates providing initial data from cohort 1 of the Phase 1/2 clinical trial in the third quarter of 2024. The Company also announced that it anticipates submitting an investigational new drug application for SGT-501 in the first quarter of 2025.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated closing of the Private Placement; the anticipated proceeds from the Private Placement; the filing of a registration statement to register the resale of the Shares and Pre-Funded Warrants to be issued and sold in the Private Placement; future expectations, plans and prospects for the Company; the Company's plans with respect to its Phase 1/2 clinical trial for SGT-003, including expectations with respect to dosing and presenting data; the Company's plans for filing an investigational new drug application for SGT-501; the Company's preliminary and unaudited estimated cash, cash equivalents and available-for-sale securities as of December 31, 2023; and other statements containing the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would," "working" and similar expressions. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to: whether the conditions for the closing of the Private Placement will be satisfied; risks associated with the ability to recognize the anticipated benefits of the Company's acquisition of AavantiBio; the Company's ability to advance SGT-003, SGT-501, AVB-401, AVB-202-TT and other preclinical programs and capsid libraries on the timelines expected or at all; obtain and maintain necessary approvals from the FDA and other regulatory authorities; replicate in clinical trials positive results found in preclinical studies of the Company

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 10.1 Form of Securities Purchase Agreement, dated January 8, 2024, by and among the Company and the other parties thereto. 10.2 Form of Registration Rights Agreement, dated January 8, 2024, by and among the Company and the other parties thereto. 99.1 Solid Biosciences Inc. Presentation January 2024. 99.2 Press Release, dated January 8, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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. SOLID BIOSCIENCES INC. Date: January 8, 2024 By: /s/ Alexander Cumbo Name: Alexander Cumbo Title: Chief Executive Officer

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