Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2022, Applied Molecular Transport Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with SVB Leerink LLC and JMP Securities LLC, as the Company's sales agents (the "Agents"), pursuant to which the Company may offer and sell from time to time through the Agents up to $150,000,000 in shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), in such share amounts as the Company may specify by notice to the Agents, in accordance with the terms and conditions set forth in the Sales Agreement. The Shares will be offered and sold pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-257592) which was automatically effective upon filing with the Securities and Exchange Commission the ("SEC") on July 1, 2021. The Company filed a prospectus supplement, dated January 27, 2022, with the SEC in connection with the offer and sale of the Shares.

Upon delivery of a placement notice to one of the Agents and subject to the terms and conditions of the Sales Agreement, sales, if any, of the Shares may be made in negotiated transactions or transactions that are deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Stock Market. Under the Sales Agreement, the Company will set the parameters for the sale of the Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, any 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. The Company is not obligated to sell, and the Agents are not obligated to sell, any Shares under the Sales Agreement.

The Company or Agents may suspend or terminate the Sales Agreement upon written notice to the other party for any reason or at any time under certain circumstances as described in the Sales Agreement.

The Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification rights and obligations of the parties. The Sales Agreement provides that the Agents will be entitled to compensation for their services of 3.0% of the gross sales price of the Shares of Common Stock sold through the Agents under the Sales Agreement. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Agents against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Agents may be required to make in respect of these liabilities, and to reimburse the Agents for certain expenses.

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 Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Sales Agreement, dated January 27, 2022, by and between Applied
            Molecular Transport Inc., SVB Leerink LLC and JMP Securities LLC

 5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation

23.1          Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation (included with the opinion filed as Exhibit 5.1)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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