Item 1.01 Entry into Material Definitive Agreement.
On January 28, 2021, Applied Genetic Technologies Corporation (the "Company")
entered into an Underwriting Agreement (the "Underwriting Agreement") with
Stifel, Nicolaus & Company, Incorporated, Wells Fargo Securities, LLC and MTS
Securities, LLC, as representatives of the underwriters named in Exhibit A
thereto (the "Underwriters"), relating to the issuance and sale (the "Offering")
of 16,741,573 shares of the Company's common stock, par value $0.001 per share
("Common Stock"), together with accompanying common stock purchase warrants to
purchase 8,370,786 shares of Common Stock (the "Purchase Warrants"). The
combined offering price to the public of each share of Common Stock and
accompanying Purchase Warrant is $4.45. The gross proceeds to the Company from
the Offering are expected to be approximately $74.5 million, before deducting
underwriting discounts and estimated offering expenses. All of the securities in
the Offering are being sold by the Company. The Offering is expected to close on
February 1, 2021, subject to satisfaction of customary closing conditions.
Each Purchase Warrant will have an initial exercise price per share of $6.00,
subject to certain adjustments. The Purchase Warrants will be exercisable
immediately and will expire on February 1, 2026. A holder (together with its
affiliates and other attribution parties) may not exercise any portion of a
Purchase Warrant to the extent that immediately prior to or after giving effect
to such exercise the holder would own more than 4.99% of the Company's
outstanding Common Stock immediately after exercise, which percentage may be
changed at the holder's election to a lower or higher percentage not in excess
of 9.99% upon 61 days' notice to the Company subject to the terms of the
Purchase Warrants.
The Offering was made pursuant to the Company's shelf registration statement on
Form S-3 (No. 333-225286) filed with the Securities and Exchange Commission on
June 15, 2018, as amended (the "Registration Statement"), and declared effective
on June 19, 2018, as supplemented by a preliminary prospectus supplement filed
on January 27, 2021 and a final prospectus supplement filed on January 29, 2021.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any shares of Common Stock.
The Company made certain customary representations, warranties and covenants in
the Underwriting Agreement concerning the Company, the Company's Registration
Statement and the Offering. The Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
The foregoing descriptions of the terms of the Underwriting Agreement and
Purchase Warrants are each qualified in their entirety by reference to the
Underwriting Agreement and form of Purchase Warrant, respectively, which are
attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and incorporated
by reference herein.
The legal opinion of Foley Hoag LLP relating to the securities being offered is
filed herewith as Exhibit 5.1.
Item 8.01 Other Events.
On January 27, 2021, the Company issued a press release announcing the
commencement of the Offering. On January 28, 2021, the Company issued a press
release announcing the pricing of the Offering. Copies of the press releases are
attached hereto as Exhibits 99.1 and 99.2, respectively.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Company's anticipated closing date for the sale of
securities and the use of proceeds from the Offering, that involve a number of
risks and uncertainties. Statements that are not historical facts are based on
the Company's current expectations, beliefs and assumptions regarding the market
for its common stock. There can be no assurance regarding the completion of the
Offering. Important factors that could cause actual outcomes to differ
materially from those indicated by these forward-looking statements include
risks and uncertainties related to market conditions, the satisfaction of
customary closing
2
--------------------------------------------------------------------------------
conditions related to the Offering and others described in the Company's most
recent Annual Report on Form 10-K for the year ended June 30, 2020, Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020 and the preliminary
prospectus supplement filed with the SEC on January 27, 2021. AGTC cautions
investors not to place undue reliance on the forward-looking statements
contained in this Current Report on Form 8-K. These statements speak only as of
the date of this Current Report on Form 8-K,and the Company undertakes no
obligations to update or revise these statements, except as may be required by
law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 28, 2021, by and among Stifel,
Nicolaus & Company, Incorporated, Wells Fargo Securities, LLC and MTS
Securities, LLC, as representatives of the underwriters named in
Exhibit A thereto
4.1 Form of Common Stock Purchase Warrant
5.1 Opinion of Foley Hoag LLP
23.1 Consent of Foley Hoag LLP (included in Exhibit 5.1)
99.1 Press release issued by Applied Genetic Technologies Corporation on
January 27, 2021 announcing the commencement of the Offering
99.2 Press release issued by Applied Genetic Technologies Corporation on
January 28, 2021 announcing the pricing of the Offering
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses