KRTX Karuna Therapeutics Inc

Item 1.01 Entry into a Material Definitive Agreement.

On March 21, 2023, Karuna Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 2,479,391 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $161.33 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $379.5 million. The Company also granted the Underwriters a 30-day option to purchase up to an additional 371,908 shares of Common Stock at the Offering Price (the “Option Shares”). On March 22, 2023, the Underwriters exercised in full their option to purchase the Option Shares. Giving effect to the sale of the Option Shares, the aggregate net proceeds to the Company, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $436.5 million. The Offering, including the sale of the Option Shares, is expected to close on March 24, 2023.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-239657), including the prospectus dated July 2, 2020, as supplemented by a prospectus supplement dated March 21, 2023, filed on March 22, 2023.

In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.