FORTY SEVEN, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Sales, if any, of the Shares pursuant to the Sales Agreement may be made in negotiated transactions or transactions that are deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market, or sales made to or through a market maker other than on an exchange. Under the Sales Agreement, we will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. We are not obligated to sell any Shares under the Sales Agreement.
The Shares will be offered and sold pursuant to our shelf registration statement
on Form S-3 (File No. 333-235877) which was automatically effective upon filing
with the
The offering of shares of our common stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein. We and the Sales Agent may each terminate the Sales Agreement at any time upon ten days' prior notice.
The Sales Agreement contains customary representations, warranties and agreements by us, and indemnification rights and obligations of the parties. The Sales Agreement provides that the Sales Agent will be entitled to compensation for its services of up to 3.0% of the gross sales price per share of all shares sold through the Sales Agent under the Sales Agreement. Under the terms of the Sales Agreement, we have agreed to indemnify the Sales Agent against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, to contribute to payments the Sales Agent may be required to make in respect of these liabilities, and to reimburse the Sales Agent for certain expenses. In the ordinary course of business, the Sales Agent or their respective affiliates from time to time have provided and may in the future provide various investment banking, commercial banking and financial advisory services to the company and/or its affiliates, for which they have received or may receive customary compensation.
We intend to use the net proceeds from the sale, if any, of the securities offered in the offering to conduct our clinical trials, to fund continued research and development of magrolimab in several applications, to fund other research and development activities, and for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in companies, medicines, intellectual property or technologies that are complementary to our own, although we have no current commitments or agreements with respect to any acquisitions or investments.
The above summary of the Sales Agreement does not purport to be complete and is
qualified in its entirety by reference to the Sales Agreement, a copy which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated
herein by reference. The legal opinion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 1.1 Sales Agreement, by and betweenForty Seven, Inc. andCantor Fitzgerald & Co. , datedJanuary 10, 2020 . 5.1 Opinion ofCooley LLP . 23.1 Consent ofCooley LLP (contained in Exhibit 5.1).
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