Item 1.01. Entry into Material Definitive Agreement.
On August 11, 2020, the Registration Statement on Form S-1 (File No. 333-240098)
(the "Registration Statement") relating to the initial public offering (the
"IPO") of FS Development Corp. (the "Company") was declared effective by the
U.S. Securities and Exchange Commission, and the Company subsequently filed, on
August 11, 2020, a registration statement on Form S-1 (File No. 333-244534)
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was
effective immediately upon filing in order to increase the size of the IPO.
On August 14, 2020, the Company consummated the IPO of 12,075,000 shares of
Class A common stock, par value $0.0001 per share ("Class A Common Stock"),
including the issuance of 1,575,000 shares of Class A Common Stock as a result
of the underwriter's exercise in full of its over-allotment option. The Class A
Common Stock was sold at a price of $10.00 per share, generating gross proceeds
to the Company of $120,750,000.
In connection with the IPO, the Company entered into the following agreements
previously filed as exhibits to the Company's Registration Statement:
? An Underwriting Agreement, dated August 11, 2020, between the Company and
Jefferies LLC, as representative of the underwriters named therein, which
contains customary representations and warranties and indemnification of the
underwriter by the Company and is attached as Exhibit 1.1 hereto.
? An Investment Management Trust Agreement, dated August 11, 2020, between the
Company and Continental Stock Transfer & Trust Company, a copy of which is
attached as Exhibit 10.1 hereto and incorporated herein by reference.
? A Registration Rights Agreement, dated August 11, 2020, among the Company, FS
Development Holdings, LLC (the "Sponsor") and certain other security holders
named therein, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
? A Private Placement Class A Common Stock Purchase Agreement, dated August 11,
2020 between the Company and the Sponsor, a copy of which is attached as
Exhibit 10.3 hereto and incorporated herein by reference.
? A Letter Agreement, dated August 11, 2020, between the Company, each of its
officers and directors and the Sponsor (the "Letter Agreement"), a copy of
which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
? An Administrative Services Agreement, dated August 11, 2020, by and between the
Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 441,500 shares of Class A Common Stock (the "Private
Placement Shares") at a purchase price of $10.00 per Private Placement Share, to
the Sponsor, generating gross proceeds to the Company of $4,415,000. The Private
Placement Shares are identical to the shares of Class A Common Stock sold in the
IPO, except that, so long as they are held by the Sponsor and its permitted
transferees: (i) they may not, subject to certain limited exceptions, be
transferred, assigned or sold until 30 days after the completion of a business
combination and (ii) they are entitled to registration rights.
In addition, the Sponsor has agreed to waive its redemption rights with respect
to the Private Placement Shares in connection with (i) the consummation of the
Company's initial business combination, or (ii) a stockholder vote to approve an
amendment to the Company's amended and restated certificate of incorporation to
modify the substance or timing of the Company's obligation to redeem 100% of the
shares of Class A Common Stock sold in the IPO if the Company has not
consummated a business combination within 24 months of the closing of the IPO or
with respect to any other material provisions relating to stockholders' rights
or pre-initial business combination activity.
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Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain
Officers.
On August 12, 2020, in connection with the IPO, Mr. Robert Carey, Dr. Dan Dubin
and Dr. Deepa Pakianathan (the "Directors") were appointed to the board of
directors of the Company (the "Board"). The Directors are independent directors.
Effective August 12, 2020, Mr. Carey, Dr. Dubin and Dr. Pakianathan were also
appointed to the Board's (i) Audit Committee, with Mr. Carey serving as chair of
the Audit Committee, (ii) Compensation Committee, with Dr. Dubin serving as
chair of the Compensation Committee and (iii) Nominating and Corporate
Governance Committee, with Dr. Pakianathan serving as chair of the Nominating
and Corporate Governance Committee.
Following the appointment of the Directors, the Board is comprised of the
following three classes: the term of office of the first class of directors,
Class I, consists of Drs. Bajaj and Dubin and will expire at the Company's first
annual meeting of stockholders? the term of office of the second class of
directors, Class II, consists of Dr. Rome and Mr. Carey and will expire at the
Company's second annual meeting of stockholders? and the term of office of the
third class of directors, Class III, consists of Dr. Tananbaum and Dr.
Pakianathan and will expire at the Company's third annual meeting of
stockholders.
In connection with their appointments to the Board, each Director entered into
the Letter Agreement as well as an indemnity agreement with the Company in the
form previously filed as Exhibit 10.5 to the Registration Statement. In
addition, in July 2020, the Sponsor transferred 30,000 shares of Class B common
stock, par value $0.0001 per share, of the Company to each of the Directors for
the same per-share price initially paid by the Sponsor.
Other than the foregoing, none of the Directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity
agreement do not purport to be complete and are qualified in their entireties by
reference to the Letter Agreement and form of indemnity agreement, copies of
which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration
Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws.
On August 11, 2020, in connection with the IPO, the Company adopted its Amended
and Restated Certificate of Incorporation (the "Amended Charter"), effective the
same day. The terms of the Amended Charter are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended
Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $120,750,000 comprised of the proceeds from the IPO and the sale of
the Private Placement Shares, were placed in a U.S.-based trust account at JP
Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes,
the proceeds from the IPO will not be released from the trust account until the
earliest to occur of: (i) the completion of the Company's initial business
combination, (ii) the redemption of the Company's public shares if the Company
has not completed its initial business combination within 24 months from the
closing of the IPO, subject to applicable law, and (iii) the redemption of the
Company's public shares properly tendered in connection with a stockholder vote
to amend the Company's amended and restated certificate of incorporation to
modify the substance or timing of its obligation to redeem 100% of its public
shares if the Company does not complete its initial business combination within
24 months from the closing of the IPO or with respect to any other provisions
relating to stockholders' rights or pre-initial business combination activity.
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On August 12, 2020, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
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