Item 1.01 Entry into a Material Definitive Agreement.

On September 16, 2021, Gritstone bio, 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 issued and sold to the Purchasers, in an unregistered offering, an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock") at a per share purchase price of $11.00 per share, for aggregate gross proceeds to the Company of $55.0 million (the "Private Placement"). The closing of the Private Placement occurred on September 17, 2021 (the "Closing").

Pursuant to the Purchase Agreement, 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 acted as sole placement agent for the Private Placement.

The foregoing summaries of the Private Placement, the Shares to be issued in connection therewith, and the Purchase Agreement are qualified in their entirety by reference to the definitive transaction documents. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is 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 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 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 No.       Description

10.1                Securities Purchase Agreement, dated September 16, 2021

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

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