| Item 1.01 | Entry Into a Material Definitive Agreement |
On April 6, 2022, Selecta Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Securities LLC (the “Representative”), as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering (the “Offering”) of 27,428,572 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and warrants (the “Warrants”, and together with the Shares, the “Securities”) to purchase up to 20,571,429 shares of Common Stock. All of the Securities are being sold by the Company. Each Share and accompanying Warrant to purchase 0.75 shares of Common Stock is being sold at a combined offering price of $1.41. The Company expects to receive net proceeds from the Offering of approximately $36.0 million, after deducting underwriting discounts and commissions and estimated offering expenses.
The Offering was made, and the Securities will be issued, pursuant to the Company’s registration statement on Form S-3 (File No. 333-241692), which was filed with the Securities and Exchange Commission on August 6, 2020 and declared effective on August 14, 2020, a base prospectus dated August 14, 2020 and the related prospectus supplement dated April 6, 2022. The Offering is expected to close on or about April 11, 2022, subject to customary closing conditions.
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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. Each of the Company’s directors and executive officers has agreed, subject to certain exceptions, not to sell or transfer any Common Stock for 90 days, and the Company has agreed, subject to certain exceptions, not to sell or transfer any Common Stock for 90 days, in each case, without first obtaining the written consent of the Representative.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders. Each Warrant is exercisable at any time and from time to time after issuance. In the event of certain corporate transactions, the holders of the Warrants will be entitled to receive, upon exercise of the Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such transaction. The Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of Common Stock are entitled. The foregoing summary of the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the form of Warrant, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
A copy of the opinion of Covington & Burling LLP relating to the validity of the Securities sold in the Offering and the shares of Common Stock issuable upon exercise of the Warrants is attached as Exhibit 5.1 hereto.
On April 6, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report contains forward-looking statements. All statements other than statements of historical facts contained in this Current Report may be forward-looking statements. Such statements include, but are not limited to the Company’s contemplated issuance of securities, the amount of proceeds from the Offering and the closing of the Offering. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “expects,” “plans,” “intends,” “believes” or “estimates” or the negative of these terms or other similar expressions. Forward-looking statements involve known and
