Item 1.01 Entry into a Material Definitive Agreement

On December 10, 2021, Frequency Therapeutics, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Sales Agreement") with Oppenheimer & Co. Inc. (the "Sales Agent") to sell shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), with aggregate gross sales proceeds of up to $125.0 million, from time to time, through an "at the market" equity offering program under which the Sales Agent will act as sales agent.

Under the Sales Agreement, the Company 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, limitations 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. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through The Nasdaq Global Select Market, on any other existing trading market for the Common Stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of any Common Stock sold through the Sales Agent under the Sales Agreement and has provided the Sales Agent with customary indemnification rights. The Sales Agreement may be terminated by the Company upon ten days' prior notice to the Sales Agent or by the Sales Agent upon ten days' prior notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.

Any sales of shares under the Sales Agreement will be made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-250099), including the base prospectus contained therein, filed with the Securities and Exchange Commission (the "Commission") on November 16, 2020 and declared effective by the Commission on November 24, 2020. The Company filed a prospectus supplement with the Commission on December 10, 2021 in connection with the offer and sale of the shares pursuant to the Sales Agreement.

The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated December 10, 2021, regarding the validity of the shares of Common Stock to be issued and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                Exhibit Description

 1.1          Equity Distribution Agreement, dated as of December 10, 2021,
            between Frequency Therapeutics, Inc. and Oppenheimer & Co. Inc.

 5.1          Opinion of Latham & Watkins LLP.

23.1          Consent of Latham & Watkins LLP (included in Exhibit 5.1).

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses