8-K

Atara Biotherapeutics, Inc.

Dated: July 22, 2019

/s/ Mina Kim

Senior Vice President, Corporate Strategy and General Counsel

ITEM 2.02

Results of Operations and Financial Condition.

On July 18, 2019, Atara Biotherapeutics, Inc. (the “Company”) filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-223262) (the “Registration Statement”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an underwritten public offering of its common stock, par value $0.0001 per share (the “Common Stock”). The Company included the following disclosure under the heading “Prospectus Supplement Summary—Financial Update” in the Preliminary Prospectus Supplement:

“Our financial statements for the quarter ended June 30, 2019 will not be available until after this offering is completed and consequently will not be available to you prior to investing in this offering. Based upon preliminary estimates and information available to us as of the date of this prospectus supplement, we expect to report that we had approximately $190.1 million of cash, cash equivalents and short-term investments as of June 30, 2019. We have not yet completed our quarter-end financial close process for the quarter ended June 30, 2019. This estimate of our cash, cash equivalents and short-term investments as of June 30, 2019 is preliminary, has not been audited and is subject to change upon completion of our financial statement closing procedures. Additional information and disclosure would be required for a more complete understanding of our financial position and results of operations as of June 30, 2019.”

The information set forth in Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01

Other Events.

On July 18, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale of 6,871,727 shares of Common Stock and, to certain investors, pre-funded warrants to purchase up to 2,945,026 shares of Common Stock (the “Pre-Funded Warrants”). The price to the public in the offering is $15.28 per share of Common Stock and $15.2799 per Pre-Funded Warrant. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,472,512 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from the offering are expected to be approximately $150.0 million, or $172.5 million if the Underwriters exercise in full their option to purchase additional shares, in each case before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is expected to close on July 23, 2019, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The offering is being made pursuant to the Registration Statement and an accompanying prospectus previously filed with the SEC and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of Pre-Funded Warrant is filed as Exhibit 4.1 hereto, and the description of the material terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.


DELAWARE	001-36548	46-0920988
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

611 Gateway Boulevard, Suite 900 South San Francisco, CA 94080		94080
(Address of Principal Executive Offices)		(Zip Code)


Exhibit		Description

1.1		Underwriting Agreement, dated as of July 18, 2019, by and among Atara Biotherapeutics, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Cowen and Company, LLC.

4.1		Form of Pre-Funded Warrant.

5.1		Opinion of Cooley LLP.

23.1		Consent of Cooley LLP (contained in Exhibit 5.1).