04/16/2026 | Press release | Distributed by Public on 04/16/2026 15:26
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 16, 2026, MeiraGTx Holdings plc (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Goldman Sachs & Co. LLC (the "Underwriters"), in connection with the issuance and sale by the Company in an offering of 11,111,111 ordinary shares of the Company (the "Shares") at an offering price of $9.00 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276183) and a related prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). All of the Shares are being sold by the Company. The closing of the offering is expected to occur on April 17, 2026, subject to customary closing conditions.
The Company expects to receive net proceeds from the offering of approximately $93.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of this offering for general corporate purposes, including working capital and capital expenditures. Based on the planned use of proceeds, the Company believes that the net proceeds from this offering, together with its existing cash and cash equivalents, will be sufficient to enable it to fund its operating expenses and capital expenditure requirements, including potential commercial launches of bota-vec for the treatment of X-linked retinitis pigmentosa and AAV-hAQP1 for the treatment of radiation-induced xerostomia, in each case if approved, into the second half of 2028.
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, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.
Walkers (Cayman) LLP, Cayman Islands counsel to the Company, has issued an opinion to the Company, dated April 16, 2026, regarding the validity of the ordinary shares to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.