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Revolution Medicines 8-K Report, Corporate Update (Dec 5, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed December 5, 2024
Period End
December 3, 2024
Securities
RVMDRVMDW
In the record · 2020–202610-K710-Q208-K72

RVMD filed 7 annual reports (10-K), 20 quarterly reports (10-Q) and 72 current reports (8-K) between 2020 and 2026.

  1. Leadership change8-K · Mar ’21Mar ’21
  2. Leadership change8-K · Jul ’22Jul ’22
  3. Deal closed8-K · Nov ’23Nov ’23
  4. Material agreement8-K · Sep ’26Sep ’26

Summary

Summary of the 8-K filed December 5, 2024. Cited figures are marked; the original filing is the authoritative source.

Revolution Medicines, Inc. (RVMD) disclosed under Item 8.01 that on December 3, 2024 it entered into an underwriting agreement with J.P.

Morgan Securities LLC, TD Securities (USA) LLC, Goldman Sachs & Co. LLC and Guggenheim Securities, LLC, as representatives of the underwriters, for a public offering of common stock and pre-funded warrants. The Company agreed to issue and sell 14,130,436 shares of common stock at $46.00a per share and pre-funded warrants to purchase 2,173,917 shares at $45.9999 per warrant, with the underwriters purchasing at $43.93 per share and $43.9299 per pre-funded warrant. The underwriters also received a 30-day option to buy up to 2,445,652 additional shares at the public offering price.

The offering was made under a prospectus supplement and the Company's automatically effective shelf registration statement on Form S-3 (Registration No. 333-277640). The offering closed on December 5, 2024, with an aggregate of 16,576,088 shares of common stock sold, including the full exercise of the underwriters' option, plus pre-funded warrants for 2,173,917 shares.

The Company reported net proceeds of approximately $823.0 millionb after underwriting discounts, commissions and estimated offering expenses. The Company agreed to indemnify the underwriters against certain liabilities, including under the Securities Act of 1933, and it and its directors and executive officers agreed to a 45-day lock-up on sales or transfers of common stock, subject to exceptions described in the prospectus supplement.

Key Highlights

  1. Underwriting agreement dated December 3, 2024 covering 14,130,436 shares of common stock at $46.00 per share, with underwriters purchasing at $43.93 per share.
  2. Pre-funded warrants to purchase 2,173,917 shares of common stock offered in lieu of common stock to certain investors, priced at $45.9999 per warrant.
  3. Underwriters' 30-day option to purchase up to 2,445,652 additional shares at the public offering price.
  4. Offering closed December 5, 2024 with 16,576,088 shares of common stock sold, including full exercise of the underwriters' option.
  5. Net proceeds of approximately $823.0 million after underwriting discounts, commissions and estimated offering expenses.
  6. Offering made under an automatically effective Form S-3 shelf registration statement (Registration No. 333-277640) and a prospectus supplement.
  7. Company and its directors and executive officers agreed to a 45-day lock-up on sales or transfers of common stock, subject to exceptions.

Frequently Asked Questions

  1. How much capital did Revolution Medicines raise in this offering?

    The Company received net proceeds of approximately $823.0 million after deducting underwriters' discounts and commissions and estimated offering expenses payable by the Company.

  2. What was the offering price and what did the underwriters pay?

    The public offering price was $46.00 per share of common stock and $45.9999 per pre-funded warrant. The underwriters agreed to purchase the shares from the Company at $43.93 per share and the pre-funded warrants at $43.9299 per warrant.

  3. How many shares were sold in total, including the underwriters' option?

    The Company sold an aggregate of 16,576,088 shares of common stock, including the full exercise of the underwriters' option, and pre-funded warrants to purchase 2,173,917 shares of common stock.

  4. What are the pre-funded warrants and why were they used?

    Pre-funded warrants were issued in lieu of common stock to certain investors. Each is exercisable from the date of issuance until fully exercised, subject to an ownership limitation. The filing does not state the reason for their use beyond this.

  5. Are there restrictions on future sales of Company stock after the offering?

    The Company and its directors and executive officers agreed not to sell or transfer any common stock without the written consent of the Representatives for 45 days after the date of the Prospectus, subject to certain exceptions described in the prospectus supplement.