| Item 1.01 | Entry Into a Material Definitive Agreement. |
On November 21, 2018, Fate Therapeutics, Inc. (the “Company”) filed a registration statement on FormS-3ASR (the “Registration Statement”) under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to such Registration Statement, the Company may issue and sell from time to time securities consisting of (i) the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock” together with the Common Stock, the “Equity Securities”), (iii) debt securities (“Debt Securities”), which may be either senior debt securities, subordinated debt securities, senior convertible debt securities or subordinated convertible debt securities (iv) warrants or other rights to purchase Common Stock (“Warrants”), and (v) units comprised of shares of Common Stock, shares of Preferred Stock, Debt Securities and Warrants in any combination.
In addition, on November 21, 2018, the Company entered into a Sales Agreement (the “Agreement”) with Leerink Partners LLC (“Leerink”) with respect to anat-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of up to $50,000,000 (the “Placement Shares”), through Leerink as its sales agent. The issuance and sale, if any, of the Placement Shares may be by any method permitted by law deemed to be an“at-the-market” offering as defined in Rule 415 of the Securities Act, including, without limitation, sales made directly on or through the Nasdaq Global Market (“Nasdaq”), on or through any other existing trading market for the Common Stock or to or through a market maker.
The Company is not obligated to make any sales of Common Stock, and Leerink is not required to sell any specific number or dollar amount of shares of the Common Stock, under the Agreement. The Company or Leerink may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions.
Subject to the Company’s request to sell Placement Shares, Leerink will act as the Company’s sales agent on a best efforts basis and use commercially reasonable efforts to sell on the Company’s behalf, from time to time consistent with its normal sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, such Placement Shares based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Leerink a commission equal to 3.0 percent (3.0%) of the gross proceeds of any Placement Shares sold through Leerink under the Agreement, and also has provided Leerink with customary indemnification and contribution rights.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith and incorporated herein by reference.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 Financial | Statements and Exhibits. |
(d) Exhibits
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