Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2018




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-37553   47-1851754

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


9600 Blackwell Road, Suite 210

Rockville, Maryland

(Address of principal executive offices)   (Zip Code)

(240) 552-8181

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


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


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 8.01. Other Events.

On August 9, 2018, REGENXBIO Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the offer and sale of 2,700,000 shares of the Company’s common stock, $0.0001 par value per share, at a price to the public of $65.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 405,000 shares of the Company’s common stock. The net proceeds to the Company from the offering are expected to be approximately $164.3 million, after deducting underwriting discounts and commissions and estimated offering expenses, or $189.0 million if the Underwriters exercise in full their option to purchase the additional shares of the Company’s common stock. The offering is expected to close on August 14, 2018, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-226691), which was previously filed with the U.S. Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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. The Underwriting Agreement is not intended to provide any other factual information about the Company.

Certain of the Underwriters and their affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for the Company and its affiliates for which they have received, and may in the future receive, customary fees.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement. The legal opinion of Covington & Burling LLP relating to the shares being offered is filed herewith as Exhibit 5.1.

On August 10, 2018, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits





  1.1    Underwriting Agreement, dated August 9, 2018, among REGENXBIO Inc. and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner  & Smith Incorporated and Barclays Capital Inc., as representatives of the Underwriters.
  5.1    Opinion of Covington & Burling LLP.
23.1    Consent of Covington & Burling LLP (included as part of Exhibit 5.1).
99.1    Press Release dated August 10, 2018.


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: August 10, 2018     By:   /s/ Patrick J. Christmas II
      Patrick J. Christmas II
      Senior Vice President, General Counsel