| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 25, 2021, Selecta Biosciences, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”) to sell shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time, through an “at the market” equity offering program under which SVB Leerink will act as sales agent. The shares of Common Stock sold pursuant to the Sales Agreement will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-241692), filed on August 6, 2020 with the Securities and Exchange Commission and related prospectus supplement, with respect to up to $75.0 million in sales of Common Stock, filed on October 25, 2021 with the Securities and Exchange Commission.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, SVB Leerink may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. If expressly authorized by the Company, the SVB Leerink may also sell Common Stock in privately negotiated transactions. The Company will pay SVB Leerink a commission of up to 3.0% of the gross sales proceeds of any shares of Common Stock sold through SVB Leerink under the Sales Agreement, and also has provided SVB Leerink with customary indemnification rights. The offering of shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein.
The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Covington & Burling LLP relating to the Common Stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any 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. |
On October 8, 2021, the Company delivered notice to Jefferies LLC that the Company was terminating its Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”), with effect as of October 19, 2021. The Sale Agreement provided that the Company may sell Common Stock with aggregate gross sales proceeds of up to $50,000,000, from time to time, through an “at the market” equity offering program under which Jefferies acted as sales agent.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
