SELECTA BIOSCIENCES, INC. (NASDAQ:SELB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
into a Securities Purchase Agreement (the Institutional Purchase
Agreement) with the purchasers named therein (the Institutional
Investors) and a Securities Purchase Agreement (the Springer
Purchase Agreement, together with the Institutional Purchase
Agreement, the Purchase Agreements) with Timothy Springer, Ph.D.,
a member of the board of directors of the Company (together with
the Institutional Investors, the Investors).
sell an aggregate of 2,750,000 shares of its common stock (the
Institutional Shares), par value $0.0001 per share (the Common
Stock), to the Institutional Investors for aggregate gross
proceeds of $44 million, at a purchase price equal to $16.00 per
share (the Institutional Offering). to the Springer Purchase
Agreement, the Company agreed to sell to Dr. Springer an
aggregate of 338,791 shares of Common Stock (the Springer Shares,
together with the Institutional Shares, the Shares) at a purchase
price equal to $17.71 per share, which was equal to the most
recent consolidated closing bid price on the NASDAQ Global Market
on June 23, 2017, and warrants to purchase 79,130 shares of
Common Stock (Warrant Shares), exercisable at $17.71 per Warrant
Share (the Springer Offering, together with the Institutional
Offering, the Offerings). The purchase price for each warrant was
equal to $0.125 for each Warrant Share, consistent with NASDAQ
Global Market requirements for an at the market offering. The
Springer Offering resulted in additional aggregate gross proceeds
to the Company of approximately $6 million. On June 27, 2017, in
connection with the Springer Purchase Agreement, the Company
entered into a Common Stock Purchase Warrant with Dr. Springer
(the Warrant). The Warrant has a term of five years.
Company entered into a Registration Rights Agreement (the
Registration Rights Agreement) with the Investors. to the
Registration Rights Agreement, the Company agreed to prepare and
file a registration statement with the Securities and Exchange
Commission (the SEC) within 20 days after the closing of the
Offerings for purposes of registering the resale of the Shares,
the Warrant Shares, and any shares of Common Stock issued as a
dividend or other distribution with respect to the Shares or
Warrant Shares. The Company agreed to use its reasonable best
efforts to cause this registration statement to be declared
effective by the SEC within 60 days after the closing of the
Offerings (or within 90 days after the closing of the Offerings
if the SEC reviews the registration statement).
Investors, their officers, directors, members, employees and
agents, successors and assigns under the registration statement
from certain liabilities and to pay all fees and expenses
(excluding any legal fees of the selling holder(s), and any
underwriting discounts and selling commissions) incident to the
Companys obligations under the Registration Rights Agreement.
the Securities Act and Regulation D promulgated thereunder, as a
transaction by an issuer not involving a public offering. The
Investors have acquired the securities for investment only and
not with a view to or for sale in connection with any
distribution thereof, and appropriate legends have been affixed
to the securities issued in this transaction.
qualified in their entirety by reference to the Institutional
Purchase Agreement, Springer Purchase Agreement, Registration
Rights Agreement and Warrant, which are filed as Exhibits 10.1,
10.2, 10.3 and 4.1, respectively, to this Current Report on Form
8-K.
Form 8-K is incorporated by reference into this Item 3.02.
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Exhibit
No.
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Description
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4.1
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Common Stock Purchase Warrant, dated June 27, 2017, by
and between Selecta Biosciences, Inc. and Timothy Springer, Ph.D. |
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10.1#
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Securities Purchase Agreement, dated June 26, 2017, by
and among Selecta Biosciences, Inc. and the Investors named therein. |
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10.2#
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Securities Purchase Agreement, dated June 26, 2017, by
and between Selecta Biosciences, Inc. and Timothy Springer, Ph.D. |
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10.3
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Registration Rights Agreement, dated June 27, 2017, by
and among Selecta Biosciences, Inc. and the Investors named therein. |
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The representations and warranties contained in this
agreement were made only for purposes of the transactions contemplated by the agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable under securities laws, among other limitations. The representations and warranties were made for purposes of allocating contractual risk between the parties to the agreement and should not be relied upon as a disclosure of factual information relating to the Company, the Investors or the transactions described in this Current Report on Form 8-K. |
SELECTA BIOSCIENCES INC ExhibitEX-4.1 2 exhibit41_selectabioscienc.htm EXHIBIT 4.1 Exhibit Exhibit 4.1THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITSEXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. CS-01Number of Shares: 79,…To view the full exhibit click here About SELECTA BIOSCIENCES, INC. (NASDAQ:SELB)
Selecta Biosciences, Inc. is a clinical-stage biopharmaceutical company. The Company using its synthetic vaccine particle (SVP) technology to discover and develop targeted therapies that are designed to modulate the immune system to treat rare and serious diseases. The Company is engaged in the research and development of nanoparticle immunomodulatory drugs for the treatment and prevention of human diseases. The Company’s product candidates are in development. The Company’s SVP technology encapsulates an immunomodulator in biodegradable nanoparticles to induce antigen-specific immune tolerance to mitigate the formation of anti-drug antibodies (ADAs) in response to life-sustaining biologic drugs. The Company’s technology allows for the design of SVP therapies that can stimulate immune responses against a range of relevant antigens. Its initial immune-stimulating product candidate is a synthetic vaccine against nicotine for the market of smoking cessation and relapse prevention.
