Tocagen Inc. (NASDAQ:TOCA) Files An 8-K Unregistered Sales of Equity Securities

Tocagen Inc. (NASDAQ:TOCA) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02 Unregistered Sales of Equity Securities.

In connection with the closing of the initial public offering of
shares of the common stock of Tocagen Inc. (the
Company), which occurred on April19,
2017 (the IPO), the Company issued
1,109,176 shares of its common stock as a result of the automatic
conversion of $11.1million of aggregate principal amount plus
accrued interest underlying convertible promissory notes.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Departure of Director

Dennis N. Berman resigned as a member of the Companys board of
directors effective as of April15, 2017.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of
Incorporation

On April19, 2017, the Company filed an amended and restated
certificate of incorporation (the Restated
Certificate
) with the Secretary of State of the
State of Delaware in connection with the closing of the IPO. The
Companys board of directors and stockholders previously approved
the Restated Certificate effective as of and contingent upon the
closing of the IPO.

A copy of the Restated Certificate is furnished herewith as
Exhibit3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of April19, 2017, the Company adopted amended and
restated bylaws (the Restated Bylaws)
in connection with the closing of the IPO. The Companys board of
directors and stockholders previously approved the Restated
Bylaws effective as of and contingent upon the closing of the
IPO.

A copy of the Restated Bylaws is furnished herewith as Exhibit3.2
and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

3.1 Amended and Restated Certificate of Incorporation of Tocagen
Inc.
3.2 Amended and Restated Bylaws of Tocagen Inc.


About Tocagen Inc. (NASDAQ:TOCA)

Tocagen Inc., (Tocagen) is a clinical-stage, cancer-selective gene therapy company. The Company is focused on developing product candidates designed to activate a patient’s immune system against their own cancer. Its cancer-selective gene therapy platform is built on retroviral replicating vectors (RRVs), which are designed to selectively deliver therapeutic genes into the deoxyribonucleic acid (DNA) of cancer cells. Its lead product candidates are vocimagene amiretrorepvec (Toca 511) and flucytosine extended release (Toca FC). Toca 511 is an investigational injectable retroviral replicating vector (RRV) that encodes a prodrug activator enzyme, cytosine deaminase (CD). Toca FC is an investigational extended-release version of 5-fluorocytosine (5-FC), a prodrug that is inactive as an anti-cancer drug. As of February, 2017, Tocagen has completed enrollment of the Phase II portion with 187 patients.

Tocagen Inc. (NASDAQ:TOCA) Recent Trading Information

Tocagen Inc. (NASDAQ:TOCA) closed its last trading session up +0.02 at 13.98 with 247,768 shares trading hands.

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