UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i December 22, 2020

 

 i Gritstone Oncology, Inc.

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 001-38663		i 47-4859534
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 i 5959 Horton Street,  i Suite 300

 i Emeryville,  i California  i 94608

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  i (510)  i 871-6100

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.0001		i GRTS		i The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   i ☒

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

On December 22, 2020, Gritstone Oncology, 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 has agreed to sell to the Purchasers, in an unregistered offering, shares of common stock, par value $0.0001 per share (the “Common Stock”), and pre-funded warrants to purchase shares of Common Stock for aggregate gross proceeds to the Company of approximately $110.0 million (the “Private Placement”). The Private Placement is being conducted in accordance with applicable Nasdaq rules and priced at the “Minimum Price” (as defined in the Nasdaq rules).

The closing of the Private Placement occurred on December 28, 2020 (the “Closing”). Pursuant to the Purchase Agreement, the Company agreed to sell and certain Purchasers agreed to purchase (i) an aggregate of 5,543,351 shares of Common Stock (the “Shares”) at a per share purchase price of $3.34, the Nasdaq Official Closing Price of the Company’s Common Stock on December 22, 2020, and (ii) pre-funded warrants to purchase an aggregate of 27,480,719 shares of Common Stock (the “Pre-Funded Warrant” and together with the Shares, the “Securities”). The Pre-Funded Warrants will expire when exercised in full, will have a nominal exercise price of $0.01 per share, and are immediately exercisable upon issuance. The exercise price and number of shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Pre-Funded Warrants.

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 is acting as sole placement agent for the Private Placement.

The foregoing summaries of the Private Placement, the Securities to be issued in connection therewith, the Purchase Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to the definitive transaction documents. Copies of the forms of the Pre-Funded Warrant and the Purchase Agreement are attached hereto as Exhibits 4.1 and 10.1 respectively, and are 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 and Pre-Warrants 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 and Warrants 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
4.1		Form of Pre-Funded Warrant
10.1		Securities Purchase Agreement, dated December 22, 2020
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				GRITSTONE ONCOLOGY, INC.
Date: December 23, 2020				By:		/s/ Andrew Allen
						Andrew Allen
						President and Chief Executive Officer