Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 22, 2019



(Exact Name of Registrant as Specified in its Charter)







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of Incorporation


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100 Corporate Court
South Plainfield, NJ



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Item 1.01.  Entry into a Material Definitive Agreement.


Underwriting Agreement


On January 22, 2019, PTC Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, as the sole underwriter (the “Underwriter”), to issue and sell to the Underwriter 6,720,000 shares of the Company’s common stock (the “Shares”) in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-220151) (the “Registration Statement”) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”), at a public offering price of $30.20 per share (the “Offering”).  The Company also granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 1,008,000 shares of its common stock at the public offering price less underwriting discounts and commissions.  The Company estimates that the net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $199.1 million (or approximately $229.0 million if the Underwriter exercises in full its option to purchase additional shares). The closing of the Offering took place on January 25, 2019.


The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriter and termination and other customary provisions.


The above description of the Underwriting Agreement is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 8.01.  Other Events.


On January 23, 2019, the Company announced the pricing of the Shares sold in the Offering.  The full text of the press release issued in connection with the announcement is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion with respect to the Shares sold in the Offering. A copy of such opinion, including the consent included therein, is attached to this Current Report on Form 8-K as Exhibit 5.1.


Item 9.01.  Financial Statements and Exhibits.


(d)  Exhibits.







Underwriting Agreement, dated January 22, 2019, by and between PTC Therapeutics, Inc. and RBC Capital Markets, LLC, as the Underwriter



Opinion of Wilmer Cutler Pickering Hale & Dorr LLP



Consent of Wilmer Cutler Pickering Hale & Dorr LLP (included in Exhibit 5.1)



Press release issued by PTC Therapeutics, Inc. on January 23, 2019






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: January 25, 2019


/s/ Mark E. Boulding



Name: Mark E. Boulding



Title: Executive Vice President

Chief Legal Officer and Assistance Secretary