Item 1.01 Entry into a Material Definitive Agreement
On
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through The Nasdaq Global Select Market, on any other existing trading market for the Common Stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of any Common Stock sold through the Sales Agent under the Sales Agreement and has provided the Sales Agent with customary indemnification rights. The Sales Agreement may be terminated by the Company upon ten days' prior notice to the Sales Agent or by the Sales Agent upon ten days' prior notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.
Any sales of shares under the Sales Agreement will be made pursuant to the
Company's shelf registration statement on Form S-3 (File No. 333-250099),
including the base prospectus contained therein, filed with the
The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Description 1.1 Equity Distribution Agreement, dated as ofDecember 10, 2021 , betweenFrequency Therapeutics, Inc. andOppenheimer & Co. Inc. 5.1 Opinion ofLatham & Watkins LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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