| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 8, 2023, Fate Therapeutics, Inc. (the “Company”) filed a registration statement on Form S-3 (the “Registration Statement”) under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission. Pursuant to such Registration Statement, the Company may issue and sell from time to time securities of up to $300,000,000 of any combination 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 of the Company (“Debt Securities”), which may be either senior debt securities, subordinated debt securities, senior convertible debt securities or subordinated convertible debt securities (iv) warrants to purchase Common Stock, Preferred Stock, Debt Securities or Units (as defined below) (“Warrants”), and (v) units comprised of shares of Common Stock, shares of Preferred Stock, Debt Securities and Warrants (“Units”).
In addition, on November 8, 2023, the Company entered into an Open Market Sale AgreementSM (the “Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-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 $100,000,000 (the “Placement Shares”), through Jefferies as its sales agent. Pursuant to the Agreement, Jefferies may sell the Placement Shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act, including, without limitation, sales made directly on The Nasdaq Global Market (“Nasdaq”) or on any other existing trading market for the Common Stock.
The Company is not obligated to make any sales of Placement Shares under the Agreement. The Company or Jefferies may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions, as set forth in the Agreement.
Subject to the Company’s request to sell Placement Shares, Jefferies 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 and trading 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), on mutually agreed terms between Jefferies and the Company.
The Company will pay Jefferies a commission equal to 3.0 percent (3.0%) of the gross proceeds of any Placement Shares sold through Jefferies under the Agreement.
The Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Jefferies against certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.
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 as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-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 1.02 | Termination of a Material Definitive Agreement. |
Effective upon the execution of the Agreement, the Open Market Sale AgreementSM, dated November 4, 2021, by and between the Company and Jefferies (the “Prior Agreement”), was terminated and superseded by the Agreement. The terms and conditions of the Prior Agreement were described in the Company’s Current Report on Form 8-K filed on November 4, 2021 (with respect to Items 1.01, 1.02 and 9.01).
