Fate Therapeutics Announces Pricing of $100 Million Underwritten Offering and Concurrent Private Placement
March 19 2024 - 8:44AM
Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”)
(NASDAQ: FATE), a clinical-stage biopharmaceutical company
dedicated to bringing a first-in-class pipeline of induced
pluripotent stem cell (iPSC)-derived cellular immunotherapies to
patients with cancer and autoimmune disorders, today announced the
pricing of an underwritten offering of 14,545,454 shares of its
common stock at an offering price of $5.50 per share. The offering
includes participation from new and existing institutional
investors, including Adage Capital Partners LP., Boxer Capital,
Deep Track Capital, OrbiMed, Suvretta Capital and a life-sciences
focused investor.
In addition, the Company announced the pricing of a concurrent
private placement of pre-funded warrants to purchase 3,636,364
shares of its common stock at a purchase price of $5.499 per
pre-funded warrant, which represents the offering price per share
of common stock less the $0.001 exercise price per share of each
pre-funded warrant, to certain institutional and other accredited
investors affiliated with or managed by Redmile Group, LLC.
The gross proceeds from the underwritten offering and private
placement are expected to be approximately $100.0 million before
deducting underwriting discounts and commissions and other offering
expenses. BofA Securities, Jefferies, and Leerink Partners are
acting as the joint bookrunning managers for the underwritten
offering.
All of the shares and pre-funded warrants are to be sold by the
Company. The financing is expected to close on or about March 21,
2024, subject to customary closing conditions.
The Company intends to use the net proceeds from the
underwritten offering and concurrent private placement for funding
clinical trials and nonclinical studies of the Company’s product
candidates, manufacturing expenses associated with the development
of the Company’s product candidates, the conduct of preclinical
research and development, and for other working capital and general
corporate purposes.
A shelf registration statement on Form S-3 (File No. 333-275402)
relating to the underwritten offering of the securities described
above was filed with the Securities and Exchange Commission (the
“SEC”) on November 8, 2023 and became effective on November 27,
2023. A final prospectus supplement relating to and describing the
terms of the underwritten offering will be filed with the SEC and
will be available on the SEC’s web site at www.sec.gov. When
available, copies of the final prospectus supplement may also be
obtained from BofA Securities, Inc. NC1-022-02-25, 201 North Tryon
Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or by
email at dg.prospectus_requests@bofa.com; Jefferies LLC, Attention:
Equity Syndicate Prospectus Department, 520 Madison Avenue, New
York, NY 10022, by telephone at (877) 821-7388 or by email at
prospectus_department@jefferies.com; or Leerink Partners LLC,
Attention: Syndicate Department, 53 State Street, 40th Floor,
Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by
email at syndicate@leerink.com.
The pre-funded warrants to be sold in the concurrent private
placement have not been registered under the Securities Act or
under any state securities laws and, unless so registered may not
be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The securities sold in the private placement
will be issued in reliance upon the exemption from registration
pursuant to Section 4(a)(2) under the Securities Act in a
transaction not involving a public offering of such securities.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Fate Therapeutics, Inc.Fate Therapeutics
is a clinical-stage biopharmaceutical company dedicated to bringing
a first-in-class pipeline of induced pluripotent stem cell
(iPSC)-derived cellular immunotherapies to patients with cancer and
autoimmune disorders. Using its proprietary iPSC product platform,
the Company has established a leadership position in creating
multiplexed-engineered iPSC lines and in the manufacture and
clinical development of off-the-shelf, iPSC-derived cell products.
The Company’s pipeline includes iPSC-derived natural killer (NK)
cell and T-cell product candidates, which are selectively designed,
incorporate novel synthetic controls of cell function, and are
intended to deliver multiple therapeutic mechanisms to patients.
Fate Therapeutics is headquartered in San Diego, CA.
Forward-Looking StatementsThis release contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding Fate Therapeutics’ expectations with respect to the
underwritten offering and concurrent private placement, the
anticipated net proceeds from the underwritten offering and the
concurrent private placement, and its intended use of proceeds from
the underwritten offering and the concurrent private placement.
These forward-looking statements speak only as of the date of this
press release and are subject to a number of risks, uncertainties
and assumptions, including, without limitation, the risks and
uncertainties associated with market conditions and the
satisfaction of customary closing conditions related to the
underwritten offering and the concurrent private placement, as well
as risks and uncertainties inherent in Fate Therapeutics’ business,
including those described in the Company’s periodic filings with
the SEC. The events and circumstances reflected in the Company’s
forward-looking statements may not be achieved or occur and actual
results could differ materially from those projected in the
forward-looking statements. Additional information on risks facing
Fate Therapeutics can be found under the heading “Risk Factors” in
Fate Therapeutics’ periodic reports, including its annual report on
Form 10-K for the year ended December 31, 2023 and in the
prospectus supplement related to the underwritten offering filed
with the SEC on or about the date hereof, each available on the
SEC’s website at www.sec.gov. Except as required by applicable law,
the Company does not plan to publicly update or revise any
forward-looking statements contained herein, whether as a result of
any new information, future events, changed circumstances or
otherwise. No representations or warranties (expressed or implied)
are made about the accuracy of any such forward-looking
statements.
Contact:Christina TartagliaStern Investor
Relations, Inc.212.362.1200christina.tartaglia@sternir.com
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