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): September 16, 2021

REPLIGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-14656	04-2729386
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>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 September 16, 2021, Repligen Corporation (the “Company”) issued a press release announcing the Company’s entry into an agreement to consummate the Avitide Merger described in Item 8.01. A copy of this press release is attached to this Current Report on Form 8-K and furnished as Exhibit 99.1.

On September 16, 2021, the Company made available an Investor Presentation relating to the Avitide Merger under “Investor Presentations & Events” in the Investors section of the Company’s website at www.repligen.com. A copy of this Investor Presentation is attached to this Current Report on Form 8-K and furnished as Exhibit 99.2.

The information in this Item 7.01 of this Form 8-K and Exhibits 99.1 and 99.2 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 September 16, 2021, the Company executed an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, Avalon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company (“First Merger Sub”), Avalon Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Second Merger Sub”), Avitide, Inc., a Delaware corporation (“Avitide”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Avitide’s securityholders. Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, First Merger Sub will merge with and into Avitide, with Avitide surviving as a wholly-owned direct subsidiary of the Company (the “Surviving Corporation”) (the “First Merger”). Promptly following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned direct subsidiary of the Company (the “Second Merger”, and together with the First Merger, the “Avitide Merger”).

At the closing of the Avitide Merger, the Company will pay to Avitide securityholders approximately $150 million, comprised of $75 million in cash and $75 million in Repligen common stock, subject to certain adjustments (the “Consideration”), in addition to performance-based earnout payments over the next three years. A portion of the Consideration will be contributed to a third party escrow fund against which the Company may make indemnification claims.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release by Repligen Corporation, dated September 16, 2021.
99.2	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:	September 16, 2021	By:	/s/ Tony J. Hunt
			Tony J. Hunt
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Repligen Corporation<br> <br>41 Seyon Street<br><br><br>Building #1, Suite 100<br> <br>Waltham, Massachusetts 02453

Repligen Announces Agreement to Acquire Avitide Inc.

•	Proposed acquisition strengthens Repligen’s Proteins business
•	Adds a market leader in affinity ligand discovery and development and complements established partnership with<br>Navigo GmbH
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•	Strategically moves Repligen into affinity resin solutions for gene therapy
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•	Avitide is expected to contribute approximately $10 million in revenue in 2022 and be accretive to<br>Repligen’s adjusted earnings per share in 2023
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WALTHAM, MA – September 16, 2021 — Repligen Corporation(NASDAQ:RGEN), a life sciences company focused on bioprocessing technology leadership, today announced that it has entered into a definitive agreement to acquire privately-held Avitide Inc., for approximately $150 million, comprised of$75 million in cash plus $75 million in Repligen common stock in addition to performance-based earnout payments over the next three years. Avitide is a leading chromatography developer with diverse affinity ligand libraries and best-in-class ligand-to-resin development timelines.

Tony J. Hunt, President and CEO of Repligen said, “The addition of Avitide is a major step forward in building out our Proteins business and in particular our affinity ligand discovery engine. This acquisition builds off the excellent partnership we have already established with Navigo GmbH and really strengthens and expands our ligand discovery and development capabilities. We are excited to have the entire Avitide team join Repligen and look forward to accelerating the commercialization of Avitide’s discovery platform. Together, we anticipate bringing many new products to market over the coming years, directly addressing the growing need for affinity solutions in gene therapy and other emerging modalities.”

Kevin Isett, President and CEO of Avitide said, “We have made tremendous progress in affinity ligand and chromatography development over the past decade. Avitide’s culture of rapid and continuous technology innovation is what differentiates us from other companies and it is where we feel a strong kinship with Repligen. Repligen is the ideal partner to drive the expanded adoption of existing products and introduction of new products to the market through the combination of their established global operational and commercial capabilities and Avitide’s unique and differentiated affinity chromatography discovery platform.”

Approvals and Financing

The transaction is expected to be completed during the third quarter of 2021, subject to the satisfaction of customary closing conditions. To fund the transaction, Repligen intends to use its cash on hand, which totaled approximately $734 million at June 30, 2021. Perella Weinberg Partners LP is acting as financial advisor and Goodwin Procter LLP is serving as legal counsel to Repligen. EC M&A is acting as the financial advisor and Morgan, Lewis & Bockius LLP is serving as the legal counsel to Avitide for the transaction.

About Repligen Corporation

Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies in the process of manufacturing biological drugs. We are inspiring advances in bioprocessing for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our corporate headquarters are located in Waltham, Massachusetts, with additional administrative and manufacturing operations worldwide. The majority of our manufacturing sites are located within the U.S. (California, Massachusetts, New Jersey and New York), and outside of the U.S. we have sites in Estonia, France, Germany, Ireland, the Netherlands and Sweden. For more information about the company, including Repligen news releases, see our website at www.repligen.com. Follow us on LinkedIn and Twitter.

Forward-Looking Statements

This press releasecontains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that statements in this press release which are not strictly historical statements including, without limitation, express or impliedstatements or guidance regarding the expected results of the proposed acquisition of Avitide, Inc. on Repligen’s future financial performance, including the accretive nature and the timing of the accretive nature of the acquisition, expectedsynergies following the acquisition of Avitide, customer adoption of Avitide’s products, the expected expansion of Repligen’s product lines, the timing of the closing of the acquisition and other statements identified by words like“believe,” “expect,” “anticipate,” “may,” “will,” “should,” “seek,” or “could” and similar expressions, constitute

forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated,including, without limitation, risks associated with: the risk that the proposed acquisition may not be completed in a timely manner, or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of theacquisition; our ability to integrate Avitide’s business and personnel and to achieve expected synergies; our ability to maintain or expand Avitide’s historical sales; our ability to accurately forecast the acquisition, relatedrestructuring costs and allocation of the purchase price, goodwill and other intangibles acquisition related and other asset adjustments; and other risks detailed in Repligen’s most recent Annual Report on Form10-K and the most recently filed Quarterly Report on Form-10-Q on file with the Securities and Exchange Commission and the otherreports that Repligen periodically files with the Securities and Exchange Commission. Actual results may differ materially from those Repligen contemplated by these forward-looking statements. Therefore, you should not rely on any of theseforward-looking statements. These forward-looking statements reflect management’s current views and are based only on information currently available to us. Repligen does not undertake to update, whether written or oral, any of theseforward-looking statements to reflect a change in its views or events or circumstances, whether as a result of new information or otherwise, that occur after the date hereof except as required by law.

Repligen Contact:

Sondra S. Newman

Global Head of Investor Relations

(781) 419-1881

investors@repligen.com

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EX-99.2

Repligen Announces Agreement to Acquire Avitide, Inc. Tony J. Hunt, President and CEO September 16, 2021 Jon K. Snodgres, CFO Exhibit 99.2

Safe Harbor This presentation contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that statements in this presentation which are not strictly historical statements including, without limitation, express or implied statements or guidance regarding the expected results of the proposed acquisition of Avitide, Inc. on Repligen’s future financial performance, including the accretive nature and the timing of the accretive nature of the acquisition, expected synergies following the acquisition of Avitide, customer adoption of Avitide’s products, the expected expansion of Repligen’s product lines, and other statements identified by words like “believe,” “expect,” “anticipate,” “may,” “will,” “should,” “targeted,” “seek,” or “could” and similar expressions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with: the risk that the proposed acquisition may not be completed in a timely manner, or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition; our ability to integrate Avitide’s business and personnel and to achieve expected synergies; our ability to maintain or expand Avitide’s historical sales; our ability to accurately forecast the acquisition, related restructuring costs and allocation of the purchase price, goodwill and other intangibles acquisition related and other asset adjustments; and other risks detailed in Repligen’s most recent Annual Report on Form 10-K and the most recently filed Quarterly Report on Form-10-Q on file with the Securities and Exchange Commission and the other reports that Repligen periodically files with the Securities and Exchange Commission. Actual results may differ materially from those Repligen contemplated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. These forward-looking statements reflect management’s current views and are based only on information currently available to us. Repligen does not undertake to update, whether written or oral, any of these forward-looking statements to reflect a change in its views or events or circumstances, whether as a result of new information or otherwise, that occur after the date hereof except as required by law. The industry and market data contained in this presentation are based on management’s own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information.

Strengthens Core Ligand Discovery & Development Capabilities Expands in-house ligand discovery and new resin development capabilities Best-in-class ligand discovery/development lead-times Complements and Extends Work Done with Navigo GmbH Avitide focus: AAV (gene therapy), other Navigo focus: Protein A (mAbs), COVID, other Both offer custom development Adds Purification Solutions for Gene Therapy Customers Expands RGEN affinity resin portfolio with 3 AAV ligands Targeted Commercial launch in 2021/2022 Complements and extends OPUS® pre-packed chromatography column offering Diversifies our Innovation Engine Avitide offers diverse libraries for ligand discovery and development Avitide’s core capabilities in gene therapy can be applied to other custom targets and emerging modalities Combines Core Capabilities of Repligen, Avitide and Strategic Partners Repligen: ligand scale-up, manufacturing capacity and commercial expertise Avitide: core competencies in ligand discovery/development Navigo: technical leadership in Protein A ligands (NGL-Impact® A and High pH), vaccine targets Meets Our Strict Acquisition Criteria Highly differentiated technology Leverages Repligen commercial and operations capabilities Avitide’s revenue expected to double in 2022 and grow >50% in 2023 Expected to be accretive to Repligen adjusted earnings per share in 2023 Strategic Acquisition Strengthens Proteins Franchise Technology leader that advances and expands our Proteins franchise to address the unique purification needs of gene therapies and other emerging modalities

Technology leadership in affinity ligand discovery and development Avitide and partnership with Navigo provide best-in-class screening for affinity ligand candidates across multiple modalities Avitide differentiates with speed and accuracy; ~6 weeks for ligand discovery versus standard 4-6 months Strengthens and expands Repligen Proteins portfolio Strengthens Repligen’s market position as leader in affinity ligands (content ownership) Expands Repligen’s market reach into AAV and other non-protein A targets Moves us further into affinity resins and leverages OPUS® pre-packed column format with content Operational and commercial leverage Leverages our investments in global market presence; downstream commercial team Avitide has no commercial team today Leverages our operational network for affinity ligand development and scale-up Avitide outsources ligand manufacture and scale-up; Repligen will bring in house Avitide’s revenue expected to double in 2022 to ~$10M Expected to be accretive to adjusted EPS in 2023, ~$0.05 dilutive in 2022 Avitide Meets Repligen’s Acquisition Criteria ~$150M purchase: ~$75M cash, ~$75M shares, plus contingent earnouts

Headquarters: Lebanon, NH Founded: 2013 Co-Founders: Kevin Isett, Ph.D. (CEO) Warren Kett, Ph.D. (CSO) Tillman Gerngross, Ph.D. (Chair) Employees: 40 Manufacturing facilities: Lebanon, NH ISO 9001:2005 certified Ligand discovery and resin development Modular operations model allows volume flexibility Business Model: Combination of custom ligand development work for select pharma partners and resin scale-up Moving towards broader reach ligand/resin programs in 2021/2022 AAV (gene therapy) New modalities Avitide Company Profile This is a technology play with rapid growth potential REVENUE ($Ms) Drug modalities reflect pipeline diversity Partnerships at all stages of development

6 weeks ligand discovery, 6 weeks resin development (target dependent) High diversity improves the overall probability of success to identify well-differentiated binders

Deal Summary Strengthens and expands market position in affinity ligands with best-in-class platform Gives Repligen a new platform for affinity resin development, including gene therapy Complements Navigo GmbH partnership and provides affinity content to drive future growth of Proteins franchise Rapid discovery engine = more content and resins on the market Leverages our commercial and operational expertise and brings content to OPUS®; further strengthens our downstream chromatography portfolio including systems Expected to add revenues of ~$10M in 2022, with expected growth >50% in 2023 Expected to be Accretive to EPS and operating margin in 2023 $150M purchase price (50/50 cash/stock) with earnouts based on revenue milestones

Questions? Contact Investor Relations investors@repligen.com