UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 13, 2019
SERES THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-37465 | 27-4326290 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
200 Sidney Street Cambridge, MA | 02139 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617)945-9626
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 per share | MCRB | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 13, 2019, Seres Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 39,133,372 shares of the Company’s common stock were present in person or represented by proxy at the meeting, representing approximately 95.22 percent of the Company’s outstanding common stock as of the April 29, 2019 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2019.
Item 1 — Election of four Class I directors to serve until the 2022 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||
Dennis A. Ausiello, M.D. | 32,266,071 | 1,871,606 | 4,995,695 | |||
Willard H. Dere, M.D. | 32,263,891 | 1,873,786 | 4,995,695 | |||
Roger J. Pomerantz, M.D. | 29,410,062 | 4,727,615 | 4,995,695 | |||
Eric D. Shaff | 34,067,470 | 70,207 | 4,995,695 |
Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
39,059,726 | 52,526 | 21,120 | 0 |
Based on the foregoing votes, Dennis A. Ausiello, M.D., Willard H. Dere, M.D., Roger J. Pomerantz, M.D., and Eric D. Shaff were elected as Class I directors and Item 2 was approved.
Item 8.01. | Other Events. |
On June 13, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the issuance and sale by the Company in a public offering of 26,666,667 shares of the Company’s common stock at a public offering price of $2.25 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on FormS-3 (RegistrationNo. 333-216735) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). Under the terms of the Underwriting Agreement, the Company has also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,666,666 shares of its common stock at the public offering price, less underwriting discounts and commissions. The closing of the offering is expected to occur on or about June 18, 2019, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the offering of approximately $56.0 million, or approximately $61.7 million if the Underwriters exercise their option to purchase additional shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of this offering to advance the development of its product candidates and for other general corporate and working capital purposes. The Company believes that its cash, cash equivalents and investments, together with the net proceeds from this offering, will fund its operations into the first quarter of 2021.
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 foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated June 14, 2019, regarding the validity of the shares of common stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form8-K.
Forward-Looking Statements Disclaimer
This Current Report on Form8-K (the “Current Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation references to the completion of the offering and the expected net proceeds therefrom. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the use of proceeds from this offering, the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions relating to the offering. These and other important factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form10-Q filed with the SEC on May 2, 2019, under the caption “Risk Factors” in the prospectus supplement relating to the offering, and the Company’s other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause its management’s views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SERES THERAPEUTICS, INC. | ||||||
Date: June 14, 2019 | By: | /s/ Thomas J. DesRosier | ||||
Name: | Thomas J. DesRosier | |||||
Title: | Executive Vice President and Chief Legal Officer |