UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 10, 2021
Allakos Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-38582 | | 45-4798831 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | |
975 Island Drive, Suite 201
Redwood City, California 94065
(Address of principal executive offices, including zip code)
(650) 597-5002
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 | ALLK | The Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2021, Allakos Inc. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Manager”). Pursuant to the terms of the Sales Agreement, the Company may sell, from time to time through or to the Manager, as the Company’s sales agent or as principal, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $400,000,000 (the “Shares”). The sales, if any, of the Shares under the Sales Agreement will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market at market prices, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices, in block transactions, or as otherwise agreed upon by the Manager and the Company by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
For the sales of Shares through the Manager, as the Company’s sales agent, the Company will pay the Manager a commission at a mutually agreed rate, not to exceed 3.0% of the gross sales price per Share. In addition, the Company has agreed to pay certain expenses incurred by the Manager in connection with the offering. The Company may also sell Shares to the Manager as principal for the Manager’s own account at a price agreed upon at the time of sale. If the Company sells Shares to the Manager as principal, the Company will enter into a separate terms agreement with the Manager. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend the offering of shares under the Sales Agreement.
The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Manager have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company expects to use the net proceeds from sales of the Shares under the Sales Agreement, if any, for general corporate purposes.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 233018). The Company filed a prospectus supplement, dated May 10, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Shares pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Simpson Thacher & Bartlett LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Allakos Inc. |
| | | |
Date: May 10, 2021 | | By: | /s/ Robert Alexander |
| | | Robert Alexander, Ph.D. |
| | | Chief Executive Officer |
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