Bicycle Therapeutics Announces Material Definitive Agreement

TL;DR

Bicycle Therapeutics inked a new deal, details to follow.

AI Summary

Bicycle Therapeutics plc announced on May 23, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and other events, including financial statements and exhibits. Specific details regarding the agreement, the equity sales, and the financial information were not provided in this excerpt.

Why It Matters

This filing indicates a significant new agreement for Bicycle Therapeutics, which could impact its strategic direction and financial performance. Investors will be looking for details on the terms and implications of this agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce both opportunities and risks depending on the specifics not yet disclosed.

Key Players & Entities

• Bicycle Therapeutics plc (company) — Registrant
• May 23, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $21.42 — s "), each at a purchase price equal to $21.42 per share (the " Private Placement ").
• $555 million — Private Placement will be approximately $555 million before deducting placement agent fees a
• $1.0 b — cash equivalents will be approximately $1.0 billion, which the Company anticipates wi

Filing Documents

• tm2415400d1_8k.htm (8-K) — 40KB
• tm2415400d1_ex10-1.htm (EX-10.1) — 293KB
• 0001104659-24-064716.txt ( ) — 624KB
• bcyc-20240523.xsd (EX-101.SCH) — 3KB
• bcyc-20240523_def.xml (EX-101.DEF) — 26KB
• bcyc-20240523_lab.xml (EX-101.LAB) — 36KB
• bcyc-20240523_pre.xml (EX-101.PRE) — 25KB
• tm2415400d1_8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry Into a Material Definitive Agreement. On May 23, 2024, Bicycle Therapeutics plc (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with the purchasers named therein (the " Investors "). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 25,933,706 of its American Depositary Shares (" ADSs "), each representing one of the Company's ordinary shares, nominal value 0.01 per share (the " Ordinary Shares "), and in lieu of ADSs to Investors that so choose, non-voting ordinary shares (the " Non-Voting Ordinary Shares "), each at a purchase price equal to $21.42 per share (the " Private Placement "). The Purchase Agreement contained customary representations and warranties from the Company and the Investors and customary closing conditions. The closing of the Private Placement is expected to occur on May 28, 2024 (the " Closing Date "). The Company anticipates the aggregate gross proceeds of the Private Placement will be approximately $555 million before deducting placement agent fees and other expenses. Pursuant to the Purchase Agreement, the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission no later than 30 calendar days following the Closing Date, or a prospectus supplement to its registration statement on Form S-3ASR (File No. 333-272248) (if such registration statement is then effective) no later than 15 business days following the Closing Date, for purposes of registering the Registrable Securities (as defined in the Purchase Agreement). The ADSs are registered on registration statements on Form F-6 (File Nos. 333-231422 and 333-279465). The Company has also agreed, among other things, to indemnify the Investors, their officers, directors, and constituent partners, legal counsel, and each person who controls such Investors from certain liabilities and to pay certain legal fees and other expenses reasonably incurred by the

02

Item 3.02. Unregistered Sales of Equity Securities. The disclosure regarding the ADSs and Non-Voting Ordinary Shares to be sold under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the " Securities Act "). Based in part upon the representations of the Investors, the Company relied on the exemption afforded by Section 4(a)(2) and Rule 506 of Regulation D under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. Each of the Investors has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for, resale in connection with the public sale or distribution thereof, and appropriate legends will be affixed to the ADSs and Non-Voting Ordinary Shares. The sale of the ADSs and Non-Voting Ordinary Shares did not involve a public offering and was made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

01. Other Events

Item 8.01. Other Events. Upon closing of the Private Placement, the Company estimates that its cash and cash equivalents will be approximately $1.0 billion, which the Company anticipates will extend expected financial runway into the second half of 2027. This cash estimate is unaudited and a preliminary estimate based on information currently available to management, and is subject to completion of financial closing procedures. As a result, this amount may differ materially from the amount that will be reflected in the Company's financial statements as of and for the quarter ended June 30, 2024. The preliminary financial results have been prepared by, and are the responsibility of, the Company's management. The Company's independent auditors have not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial results. Accordingly, the Company's independent auditors do not express an opinion or any other form of assurance with respect thereto.

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking gross proceeds from the Private Placement and the Company's estimated financial resources and expected financial runway following the Private Placement, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the Private Placement does not close, that the Company's projections regarding its estimated financial resources and expected cash runway are inaccurate or that the conduct of its business requires more cash than anticipated. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Other factors that may cause actual results to differ from those expressed or implied in the forward-looking contained therein, which are available at www.sec.gov. Any forward-looking statements contained in this report speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by l

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Date: May 23, 2024 Bicycle Therapeutics plc By: /s/ Alethia Young Name: Alethia Young Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR