Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On March 25, 2021, we announced that our board of directors authorized a share repurchase program to purchase up to $1.2 billion of our outstanding shares of common stock, or the Repurchase Program. Under the Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated block sales and through Rule 10b5-1 repurchase plans. The Repurchase Program has no expiration date.
On March 31, 2021, in connection with the Repurchase Program, we entered into a definitive share repurchase agreement with BMS to repurchase 7,121,658 shares of our common stock held by certain subsidiaries of BMS for an aggregate purchase price of $344.5 million, or $48.3785 per share. This repurchase was completed on April 5, 2021. On April 2, 2021, in connection with the Repurchase Program, we entered into a Rule 10b5-1 repurchase plan to repurchase up to $600 million of shares of our common stock of the $1.2 billion shares authorized. As of September 30, 2021, we have repurchased approximately 8.7 million shares of common stock for $438.9 million, or $50.57 per share, under the plan. In total, as of September 30, 2021, we have repurchased 15.8 million shares of common stock for $783.4 million, or $49.58 per share, under the Repurchase Program.
55
Table of Contents
On October 5, 2021, we terminated our Rule 10b5-1 share repurchase plan and on October 13, 2021 we entered into a Rule 10b-18 repurchase plan that allows us to conduct open market repurchases over time up to our remaining authorization under the Repurchase Program.
The amount and timing of share repurchases are subject to capital availability, our cash balances and future capital requirements and our determination that share repurchases are in the best interest of our stockholders and are in compliance with all respective laws and our applicable agreements. We have paused our share repurchases and for the foreseeable future, we expect that our capital allocation will be prioritized towards opportunities to accelerate programs in our development pipeline and/or pursue potential complementary business development opportunities.
The table below summarizes the repurchases made under our Repurchase Program during the three months ended September 30, 2021:
Issuer Purchases of Equity Securities
Period Total
Number
of Shares
Purchased(1)
Average
Price Paid
per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (1)
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
(in millions)
July 1, 2021 through July 31, 2021
1,808,409 $ 53.20 1,808,409 $ 574.8
August 1, 2021 through August 31, 2021
2,719,340 $ 44.97 2,719,340 $ 452.5
September 1, 2021 through September 30, 2021 778,435 $ 46.12 778,435 $ 416.6
Total
5,306,184 $ 47.94 5,306,184
(1) All shares repurchased by us during the three months ended September 30, 2021 were repurchased pursuant to the Repurchase Program, as described above.
56
Table of Contents
Item 6. Exhibits
Incorporated by Reference
Exhibit
Number
Description of Exhibit
Form
File Number
Date of Filing
Exhibit
Number
Filed
Herewith
3.1 Restated Certificate of Incorporation
8-K
001-36014
July 30, 2013 3.1
3.2 Second Amended and Restated By-Laws
8-K
001-36014
December 19, 2018 3.1
10.1# Letter Agreement, dated as of July 27, 2021, between the Registrant and Chris Bowden, M.D.
X
10.2 Sublease Agreement, dated July 27, 2021, between the Registrant and Prime Medicine, Inc. (38 Sidney Street)
X
31.1 Certification of principal executive officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934, as amended
X
31.2 Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
X
32.1* Certification of principal executive officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of principal financial officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are not embedded within the Inline XBRL document
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL Taxonomy Label Linkbase Document
X
101.PRE
XBRL Taxonomy Presentation Linkbase Document
X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) X
# Indicates management contract or compensatory plan or arrangement
* This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
57
Table of Contents
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 thereunto duly authorized.
AGIOS PHARMACEUTICALS, INC.
November 3, 2021 By: /s/ Jacqualyn A. Fouse
Jacqualyn A. Fouse, Ph.D.
Chief Executive Officer
(principal executive officer)
November 3, 2021 By: /s/ Jonathan Biller
Jonathan Biller
Chief Financial Officer and Head of Legal and Corporate Affairs
(principal financial officer)
58
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.