REPLIGEN CORP false 0000730272 0000730272 2023-04-12 2023-04-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 12, 2023

REPLIGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware |  | 000-14656 |  | 04-2729386
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 250-0111

(Registrant’s telephone number, including area code)

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:

☐ | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | RGEN |  | The Nasdaq Global Select Market

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 7.01 | Regulation FD Disclosure.

On April 12, 2023, Repligen Corporation (the “Company”) made available an Investor Presentation relating to the FlexBiosys Transaction described in Item 8.01 of this 8-K. A copy of this Investor Presentation is attached to this Current Report on Form 8-K and furnished as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall any of it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. | Other Events.

On April 12, 2023, the Company executed an Equity Purchase Agreement (the “EPA”), with FlexBiosys, Inc. (“FlexBiosys”), TSAP Holdings, Inc. (“NJ Seller”), Gayle Tarry and Stanley Tarry, as individuals (collectively with NJ Seller, the “Sellers”), and Stanley Tarry, in his capacity as the representative of the Sellers, pursuant to which the Company, subject to the satisfaction or waiver of the conditions set forth in the EPA, will acquire all of the outstanding equity interests in FlexBiosys for cash and equity consideration (the “FlexBiosys Transaction”), in addition to performance-based earnout payments, which may be accrued through year-end 2024. The FlexBiosys Transaction is expected to close during the second quarter of 2023.

Item 9.01. | Financial Statements and Exhibits.

(d) | Exhibits

99.1 |  | Investor Presentation furnished by Repligen Corporation.
104 |  | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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 hereunto duly authorized.

|  |  |  | REPLIGEN CORPORATION
Date: April 12, 2023 |  |  |  | By: |  | /s/ Tony J. Hunt
|  |  |  |  |  | Tony J. Hunt
|  |  |  |  |  | President and Chief Executive Officer