Item 1.01 Entry Into a Material Definitive Agreement.
On January 5, 2021, Fate Therapeutics, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Jefferies LLC and
BofA Securities, Inc., as representatives of the several underwriters named
therein (the "Underwriters"), relating to the underwritten public offering of
4,421,053 shares of the Company's common stock, par value $0.001 per share, and,
in lieu of common stock to certain investors, pre-funded warrants to purchase
257,310 shares of the Company's common stock (the "Pre-Funded Warrants") (the
"Offering"). The price to the public for the shares of common stock in the
Offering was $85.50 per share, and the price to the public for the Pre-Funded
Warrants in the Offering was $85.499 per Pre-Funded Warrant, which equals the
per share public offering price for the shares of common stock, less the $0.001
exercise price for each such Pre-Funded Warrant. In addition, under the terms of
the Underwriting Agreement, the Company granted the Underwriters an option,
exercisable for 30 days, to purchase up to 701,754 additional shares of common
stock, which was exercised by the Underwriters in full on January 6, 2021. The
net proceeds to the Company from the Offering are expected to be approximately
$432 million, after deducting underwriting discounts and commissions and other
estimated offering expenses payable by the Company, and not including any future
proceeds from the exercise of the Pre-Funded Warrants. The Offering closed on
January 8, 2021.
The Pre-Funded Warrants are exercisable at any time after the date of issuance.
A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the
holder, together with its affiliates, would beneficially own more than 9.99% of
the number of shares of the Company's common stock outstanding immediately after
giving effect to such exercise. A holder of Pre-Funded Warrants may increase or
decrease this percentage not in excess of 19.99% by providing at least 61 days'
prior notice to the Company.
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 Offering was made pursuant to the Company's effective registration statement
on Form S-3 (Registration Statement No. 333-228513) previously filed with the
Securities and Exchange Commission and a related prospectus supplement and
accompanying prospectus. The Underwriting Agreement is filed as Exhibit 1.1 to
this report and is incorporated herein by reference. 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 such exhibit. The form of
Pre-Funded Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K
and the foregoing description of the terms of the Pre-Funded Warrants is
qualified in its entirety by reference to such exhibit. A copy of the opinion of
Goodwin Procter LLP relating to the legality of the issuance and sale of the
shares of common stock, the Pre-Funded Warrants and the shares of common stock
issuable upon exercise of the Pre-Funded Warrants in the Offering is attached as
Exhibit 5.1 hereto.
Item 8.01 Other Events.
On January 4, 2021, the Company issued a press release announcing that it had
commenced the Offering. On January 5, 2021, the Company issued a press release
announcing that it had priced the Offering. Copies of these press releases are
attached as Exhibits 99.1 and 99.2 hereto, respectively, and the information
contained therein is incorporated herein by reference.
This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including statements regarding the
Company's intended use of proceeds from the Offering. These and any other
forward-looking statements in this report are based on management's current
expectations of future events and are subject to a number of risks and
uncertainties that could cause actual results to differ materially and adversely
from those set forth in or implied by such forward-looking statements. These
risks and uncertainties include, but are not limited to, the risks and
uncertainties associated with market conditions and the satisfaction of
customary closing conditions related to the proposed offering, as well as risks
and uncertainties detailed in the Company's periodic filings with the Securities
and Exchange Commission, including but not limited to the Company's Form 10-Q
for the quarter ended September 30, 2020, and from time to time the Company's
other investor communications. The Company is providing the information in this
report as of this date and does not undertake any obligation to update any
forward-looking statements contained in this report as a result of new
information, future events or otherwise, except to the extent required by law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 5, 2021.
4.1 Form of Pre-Funded Warrant
5.1 Opinion of Goodwin Procter LLP.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1 Press release, dated January 4, 2021.
99.2 Press release, dated January 5, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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