SELECTA BIOSCIENCES,INC. (NASDAQ:SELB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August11, 2017, Selecta Biosciences,Inc. (the “Company”) entered into an open market sale agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $50,000,000, from time to time, through an “at the market offering” program under which Jefferies will act as sales agent. The shares of Common Stock sold to the Sale Agreement will be issued to the Company’s shelf registration statement on FormS-3 (File No.333-219900) and related prospectus supplement, each filed on August11, 2017 with the Securities and Exchange Commission.
Under the Sale 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 Sale Agreement, Jefferies may sell the shares by methods deemed to be an “at the market offering” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NASDAQ Global Market or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. If the Company and Jefferies so agree, Jefferies may act as principal in connection with the sale of shares under the Sale Agreement. The Company will pay Jefferies a commission of up to 3.00% of the gross sales proceeds of any shares of Common Stock sold through Jefferies under the Sale Agreement, and also has provided Jefferies with customary indemnification rights. The Sale Agreement may be terminated by the Company upon prior notice to Jefferies or by Jefferies upon 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.
The foregoing description of the material terms of the Sale Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.
This Current Report on Form8-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
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Exhibit No. |
Description |
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1.1# |
Open Market Sale Agreement, dated as of August11, 2017, by and between Selecta Biosciences,Inc. and Jefferies LLC. |
# 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, Jefferies or the transactions described in this Current Report on Form8-K.