Item 1.01 Entry into a Material Definitive Agreement.
On
The closing of the Private Placement is anticipated to occur on
The foregoing summaries of the Private Placement, the Shares and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
To the extent required by Item 3.02 of Form 8-K, the information regarding the Shares set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Company will issue the Shares 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"). 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 investment intent. The offer and sale of the Shares have not been registered under the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including without limitation statements regarding the
expected closing of the Private Placement, anticipated proceeds from the Private
Placement, and the Company's plans to file a registration statement to register
the resale of the Shares to be issued and sold in the Private Placement. The use
of words such as "anticipate," "believe," "continue," "could," "endeavor,"
"estimate," "expect," "anticipate," "intend," "may," "might," "plan,"
"potential," "predict," "project," "seek," "should," "target," "will" or "would"
or the negative of such words or other similar expressions can be used to
identify forward-looking statements. Each forward-looking statement is subject
to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in such statement. These and other risks and
uncertainties are described in additional detail in the section entitled "Risk
Factors" in the Company's Annual Report on Form 10-K filed on
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to rely on these forward-looking statements. Any forward-looking statement made in this Current Report on Form 8-K speaks only as of the date on which it is made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: 10.1 Securities Purchase Agreement, dated as ofMay 12, 2021 , amongMagenta Therapeutics, Inc. and each purchaser party thereto. 99.1 Press Release (Private Placement) datedMay 12, 2021 . 99.2 Press Release (Clinical Updates) datedMay 12, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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