Item 8.01 Other Events.

On January 20, 2021, Chimerix, Inc. ("Chimerix" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale of 11,765,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"). The price to the public in this offering is $8.50 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $7.99 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,764,750 additional shares of Common Stock at the public offering price. The net proceeds to the Company from this offering are expected to be approximately $93.7 million, or approximately $107.8 million if the Underwriters' option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on January 25, 2021, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to the Company's shelf registration statement on Form S-3 (Registration Statement No. 333- 244146) previously filed with and declared effective by the Securities and Exchange Commission (the "SEC"), and a prospectus supplement and accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.

The Company issued press releases on January 19 and January 20, 2021 announcing the commencement and pricing of the offering, which press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits.




Exhibit No.   Description
  1.1           Underwriting Agreement, dated January 20, 2021, by and among
              Chimerix, Inc. and Jefferies LLC and Cowen and Company, LLC, as
              representatives of the several underwriters named therein.
  5.1           Opinion of Cooley LLP.
  23.1          Consent of Cooley LLP (included in Exhibit 5.1)
  99.1          Press Release dated January 19, 2021.
  99.2          Press Release dated January 20, 2021.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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