| Item 1.01 |
Entry into a Material Definitive Agreement.
|
On December 7, 2022, Cabaletta Bio, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting
Agreement”) with Cowen and Company, LLC and Evercore Group L.L.C.
(collectively, the “Underwriters”), relating to an underwritten
offering (the “Offering”) of 126,815 shares (the “Shares”) of the
Company’s common stock, $0.00001 par value per share (the “Common
Stock”), and, in lieu of Common Stock to certain investors,
pre-funded warrants (the
“Pre-Funded Warrants”) to
purchase 6,213,776 shares of Common Stock (the “Warrant Shares”).
The closing of the Offering took place on December 12, 2022.
All of the Shares and Pre-Funded Warrants were sold by the
Company. The offering price of the Shares to the public is $5.52
per share, and the offering price of the Pre-Funded Warrants to the public is
$5.51999 per share underlying each Pre-Funded Warrant. The Underwriters
purchased the Shares from the Company pursuant to the Underwriting
Agreement at a price of $5.1888 per share and the Pre-Funded Warrants from the Company
pursuant to the Underwriting Agreement at a price of $5.1887906 per
share underlying each Pre-Funded Warrant. The Offering was
made in accordance with applicable Nasdaq rules and priced above
the “Minimum Price” (as defined in the Nasdaq rules).
Each Pre-Funded Warrant has
an exercise price per share of Common Stock equal to $0.00001 per
share. The exercise price and the number of shares of Common Stock
issuable upon exercise of each Pre-Funded Warrant is subject to
appropriate adjustments in the event of certain stock dividends and
distributions, stock splits, stock combinations, reclassifications
or similar events affecting the Common Stock. Each Pre-Funded Warrant is exercisable from
the date of issuance by means of a cashless exercise. Under the
Pre-Funded Warrants, the
Company may not effect the exercise of any Pre-Funded Warrant, and a holder will
not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving
effect to such exercise, would cause: (i) the aggregate number
of shares of Common Stock beneficially owned by such holder
(together with its affiliates) to exceed 4.99% (or, at the election
of the holder, 9.99%) of the number of shares of Common Stock
outstanding immediately after giving effect to the exercise; or
(ii) the combined voting power of the Company’s securities
beneficially owned by such holder (together with its affiliates) to
exceed 4.99% (or, at the election of the holder, 9.99%) of the
combined voting power of all of the Company’s securities
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of the Pre-Funded
Warrant, which such percentage may be changed at the holder’s
election to a higher or lower percentage not in excess of 19.99%
upon 61 days’ notice to the Company.
In addition, in certain circumstances, upon a fundamental
transaction, a holder of Pre-Funded Warrants will be entitled to
receive, upon exercise of the Pre-Funded Warrants, the kind and
amount of securities, cash or other property that such holder would
have received had they exercised the Pre-Funded Warrants immediately prior
to the fundamental transaction; provided, however, that in the
event of a fundamental transaction where the consideration consists
solely of cash, solely of marketable securities or a combination
thereof, each Pre-Funded
Warrant will be deemed to be exercised in full in a cashless
exercise effective immediately prior to and contingent upon the
consummation of such fundamental transaction.
The Company estimates that the net proceeds from the Offering are
approximately $32.5 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company.
The Shares and the Pre-Funded Warrants were issued
pursuant to a shelf registration statement on Form S-3 that was filed with the Securities
and Exchange Commission (“SEC”) on November 10, 2020 and
declared effective by the SEC on November 18, 2020 (File
No. 333-250006). A
prospectus supplement relating to the offering has been filed with
the SEC.
The Underwriting Agreement contains customary representations,
warranties, covenants, indemnification obligations of the Company
and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended, and other obligations of the
parties. The representations, warranties and covenants contained in
the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties. The foregoing is only a
brief description of the terms of the Underwriting Agreement, does
not purport to be a complete statement of the rights and
obligations of the parties under the Underwriting Agreement and the
transactions contemplated thereby, and is qualified in its entirety
by reference to the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The foregoing is only a brief description of the terms of the form
of Pre-Funded Warrant, does
not purport to be a complete statement of the rights and
obligations of the parties thereto and the transactions
contemplated thereby, and is qualified in its entirety by reference
to the form of Pre-Funded
Warrant, which is filed as Exhibit 4.1 to this Current Report on
Form 8-K and is
incorporated herein by reference.