ITEM 1.01 Entry into a Material Definitive Agreement.
On January 26, 2022, Atara Biotherapeutics, Inc., a Delaware corporation (the
"Company"), entered into an asset purchase agreement (the "Asset Purchase
Agreement" and the transactions contemplated thereby, the "Transaction") by and
between the Company, FUJIFILM Diosynth Biotechnologies California, Inc., a
Delaware corporation ("FUJIFILM"), and for certain limited purposes, FUJIFILM
Holdings America Corporation, a Delaware corporation, pursuant to which, among
other things, the Company will sell, assign, transfer, convey and deliver to
FUJIFILM all of the Company's right, title and interest in and to certain assets
related to the Atara T-Cell Operations and Manufacturing facility located at
2430 Conejo Spectrum Street, Thousand Oaks, California (the "ATOM Facility" and
the transferred assets, the "Transferred Assets"). Under the terms of the Asset
Purchase Agreement, FUJIFILM will pay the Company at closing (the "Closing")
$100 million in cash, plus or minus certain closing adjustments that may made
pursuant to the Asset Purchase Agreement, including adjustments for certain
materials inventory levels at Closing and potential delays in Closing by either
party.
Pursuant to the terms of the Asset Purchase Agreement, FUJIFILM will also assume
certain contracts, liabilities and obligations of the Company relating to the
future operation of the ATOM Facility and the Transferred Assets, including
future rent payments under the Company's real property lease for the ATOM
Facility. The Asset Purchase Agreement contains customary representations,
warranties, covenants and termination rights, as well as indemnification
provisions, subject to specified limitations. The Closing is expected to occur
in the quarter ending June 30, 2022, subject to certain closing conditions,
including clearance of the transaction under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
The Company and FUJIFILM have also entered into a Master Services and Supply
Agreement (the "MSA") which will become effective upon the Closing and could
extend for up to 10 years. Pursuant to the MSA, FUJIFILM will supply the Company
post-Closing with specified quantities of the Company's cell therapy products
(if approved) and product candidates, manufacturing in accordance with cGMP
standards. The Company's purchase commitments under the MSA are not exclusive to
FUJIFILM. The Company and FUJIFILM have also entered into a Transition Services
Agreement which will become effective upon the Closing pursuant to which the
Company will provide transition support services, at FUJIFILM's cost and
expense, to assist FUJIFILM with the operation of the ATOM Facility for up to 12
months following the Closing (subject to extension under certain circumstances).
The foregoing summaries of the Asset Purchase Agreement and MSA do not purport
to be complete and are qualified in their entirety by reference to the full text
of such agreements, copies of which will be filed with the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 2022.
ITEM 2.02 Results of Operations and Financial Condition
On January 26, 2022, the Company issued a press release that provided, on a
preliminary and unaudited basis, an estimate of its cash, cash equivalents and
short-term investments as of December 31, 2021. The estimate is preliminary, has
not been audited, is subject to change upon the audit of the Company's financial
statements for the year ended December 31, 2021 and does not present all
necessary information for a complete understanding of the Company's financial
condition as of December 31, 2021 or the Company's results of operations for the
year ended December 31, 2021. A copy of the Company's press release, dated
January 26, 2022, is furnished as Exhibit 99.1 hereto.
The information in Item 2.02 of this report, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of Section 11 and 12(a)(2) of the Securities Act of 1933, as
amended. The information in Item 2.02 of this report and the attached Exhibit
99.1 shall not be incorporated by reference into any filing with the U.S.
Securities and Exchange Commission, whether made before or after the date
hereof, except as shall be expressly set forth by specific reference in such
filing.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the entry into the Asset Purchase Agreement and effective as
of January 31, 2022, Joseph Newell, the Company's Executive Vice President and
Chief Operations Officer, will transition from being an employee of the Company
and become a consultant. Beginning on such date, Mr. Newell will commence
providing consulting services to the Company for a two-year term. During the
first year of the consultancy, Mr. Newell will be paid a consulting fee of
$10,000 monthly for up to a specified number of consulting hours per month.
During the second year of the consultancy, Mr. Newell will be paid a consulting
fee of $5,000 monthly for up to a specified number of consulting hours per
month. In each case, Mr. Newell will receive additional compensation of $250 per
hour for additional time spent consulting for the Company in excess of such
specified number of consulting hours. Mr. Newell's outstanding equity awards
will continue to vest during the consulting term. In connection with
Mr. Newell's transition from the Company and in accordance with the Amended and
Restated Employment Agreement dated as of November 20, 2020 between Mr. Newell
and the Company, Mr. Newell will be entitled to receive severance benefits of 12
months of base salary continuation and subject to his timely election of
coverage, payment by the Company of up to 12 months of continued health care
benefits.
Forward-looking Statements
This Current Report contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements that express the
Company's intentions, beliefs, expectations, strategies, predictions or any
other
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statements related to the Company's future activities, or future events or
conditions, including those relating to the Transaction and the Closing,
including the Closing timing, as well as the Company's estimated cash, cash
equivalents and short-term investments as of December 31, 2021. These statements
are based on current expectations, estimates and projections about the Company's
business based, in part, on assumptions made by management. These statements are
not guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the Securities and Exchange Commission (the "SEC")
on March 1, 2021, and in other documents that the Company files from time to
time with the SEC, including but not limited to its Quarterly Reports on Form
10-Q. Any forward-looking statements speak only as of the date on which they are
made, and the Company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date of
this report, except as required by law.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
We hereby furnish the following exhibit, which shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of Section 11 and 12(a)(2) of the
Securities Act of 1933, as amended:
Exhibit No. Description
99.1 Press Release, dated January 26, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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