On November 26, 2021, Atara Biotherapeutics, Inc. (the “Company”) entered into a sales agreement (the “2021 ATM Facility”) with Cowen and Company, LLC (“Cowen”) under which the Company may offer and sell, from time to time at the Company’s sole discretion, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $100.0 million through Cowen, as sales agent.
Cowen may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for the Company’s common stock. Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, 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 Cowen a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through Cowen under the 2021 ATM Facility and has provided Cowen with customary indemnification rights.
The Company is not obligated to make any sales of Common Stock under the 2021 ATM Facility. The offering of shares of Common Stock pursuant to the 2021 ATM Facility will terminate upon the earlier of (i) the sale of all common stock subject to the 2021 ATM Facility or (ii) termination of the 2021 ATM Facility in accordance with its terms.
The foregoing description of the 2021 ATM Facility is qualified in its entirety by reference to the 2021 ATM Facility, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The shares of Common Stock being offered pursuant to the 2021 ATM Facility will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-253731). The Company intends to file a prospectus supplement relating to the ATM Offering with the Securities and Exchange Commission.
The legal opinion of Sidley Austin LLP relating to the shares of Common Stock being offered pursuant to the 2021 ATM Facility 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 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. |
