UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 22, 2020, Gritstone Oncology, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company has agreed to sell to the Purchasers, in an unregistered offering, shares of common stock, par value $0.0001 per share (the “Common Stock”), and pre-funded warrants to purchase shares of Common Stock for aggregate gross proceeds to the Company of approximately $110.0 million (the “Private Placement”). The Private Placement is being conducted in accordance with applicable Nasdaq rules and priced at the “Minimum Price” (as defined in the Nasdaq rules).
The closing of the Private Placement occurred on December 28, 2020 (the “Closing”). Pursuant to the Purchase Agreement, the Company agreed to sell and certain Purchasers agreed to purchase (i) an aggregate of 5,543,351 shares of Common Stock (the “Shares”) at a per share purchase price of $3.34, the Nasdaq Official Closing Price of the Company’s Common Stock on December 22, 2020, and (ii) pre-funded warrants to purchase an aggregate of 27,480,719 shares of Common Stock (the “Pre-Funded Warrant” and together with the Shares, the “Securities”). The Pre-Funded Warrants will expire when exercised in full, will have a nominal exercise price of $0.01 per share, and are immediately exercisable upon issuance. The exercise price and number of shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Pre-Funded Warrants.
The Company has agreed to file a resale registration statement with the Securities and Exchange Commission as soon as practicable, and in all events within 30 days after the Closing, to register the resale of the Securities issued at the time of the Closing.
Cowen & Company LLC is acting as sole placement agent for the Private Placement.
The foregoing summaries of the Private Placement, the Securities to be issued in connection therewith, the Purchase Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to the definitive transaction documents. Copies of the forms of the Pre-Funded Warrant and the Purchase Agreement are attached hereto as Exhibits 4.1 and 10.1 respectively, and are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
To the extent required by Item 3.02 of Form 8-K, the information regarding the Common Stock and Pre-Warrants set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The Company issued the Common Stock and Warrants in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D thereunder. The Company relied on this exemption from registration for private placements based in part on the representations made by the Purchasers, including the representations with respect to each Purchaser’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Purchaser’s investment intent. The offer and sale of the Securities have not been registered under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 10.1 | Securities Purchase Agreement, dated December 22, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| GRITSTONE ONCOLOGY, INC. | ||||||
| Date: December 23, 2020 | By: | /s/ Andrew Allen | ||||
| Andrew Allen | ||||||
| President and Chief Executive Officer | ||||||