Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2021, Magenta Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers (the "Purchasers"), pursuant to which the Company agreed to sell and issue to the Purchasers, in a private placement (the "Private Placement"), shares of common stock of the Company, par value $0.001 per share (the "Common Stock").

The closing of the Private Placement is anticipated to occur on May 14, 2021 (the "Closing"), subject to the satisfaction of customary closing conditions. The Company agreed to issue and sell approximately 9,600,000 shares of Common Stock at a purchase price of $9.00 per share (the "Shares") for aggregate gross proceeds to the Company of approximately $86.4 million, before deducting estimated offering expenses payable by the Company. The Purchase Agreement provides that the Company will file a resale registration statement with the Securities and Exchange Commission (the "SEC") by June 28, 2021 to register the resale of the Shares.

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 Equity Securities.

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 May 12 2021, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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 May 12, 2021, the Company issued a press release announcing preliminary results from its Phase 2 clinical trial for MGTA-145 in multiple myeloma and providing an update regarding the Company's plans for its clinical study for MGTA-117. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

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 March 3, 2021, its Quarterly Reports on Form 10-Q and its other filings made with the SEC from time to time. Although the Company's forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not

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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 of May 12, 2021, among Magenta
        Therapeutics, Inc. and each purchaser party thereto.

99.1      Press Release (Private Placement) dated May 12, 2021.

99.2      Press Release (Clinical Updates) dated May 12, 2021.

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




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