UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 8, 2024, Atara Biotherapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”) pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (the “Registered Offering”) pre-funded warrants (each, a “Warrant,” and together, the “Warrants”) to purchase up to 27,272,727 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price per Warrant equal to $0.55 multiplied by the number of shares subject to the Warrant. The exercise price of each Warrant is equal to $0.0001 per share, subject to adjustment as provided therein, and the Warrants will be exercisable immediately and have no expiration date.
The Warrants may be exercised by means of cash or the holder may elect to receive upon such exercise the net number of shares of Common Stock determined according to a formula set forth in the Warrant.
The aggregate gross proceeds to the Company from the Registered Offering are expected to be approximately $15.0 million, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Registered Offering for working capital and other general corporate purposes, including research, development and manufacturing of the Company’s product candidates. The Warrants are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-275256) that was filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2023 and declared effective by the SEC on November 13, 2023, and a prospectus supplement dated January 8, 2024 to be filed with the SEC. The Registered Offering is expected to close on or about January 10, 2024 (the “Closing Date”), subject to the satisfaction or waiver of customary closing conditions.
Pursuant to the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities for a period of 30 days following the Closing Date, subject to certain exceptions.
The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase 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. The foregoing is only a summary of the terms of the Purchase Agreement and the Warrants issued under the Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Purchase Agreement, a copy of which is attached to this report as Exhibit 10.1 and (ii) the form of Warrant issued under the Purchase Agreement, a copy of which is attached to this report as Exhibit 4.1.
A copy of the legal opinion and consent of Sidley Austin LLP, counsel to the Company, relating to the Warrants is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On January 8, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s Common Stock closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), the Company has been provided a period of 180 calendar days, or until July 8, 2024 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Common Stock closes at $1.00 or more for a minimum of 10 consecutive business days, as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price Requirement.
If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to transfer to the Nasdaq Capital Market and meet the continued listing requirement for market value of its publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second 180 calendar day compliance period, by effecting a reverse stock split, if necessary.
If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, or the Staff concludes that the Company will not be able to cure the deficiency during the additional compliance period, the Staff will provide written notification to the Company that its Common Stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel. However, there can be no assurance that such appeal would be successful.
The notification received has no immediate effect on the Company’s Nasdaq listing. The Company’s Common Stock will continue to trade on Nasdaq under the symbol “ATRA” at this time.
The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement, which could include seeking to effect a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 4.1 | Form of Warrant. | |
| 5.1 | Opinion of Sidley Austin LLP. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATARA BIOTHERAPEUTICS, INC. | ||||||
| Date: January 9, 2024 | By: | /s/ Eric Hyllengren | ||||
| Eric Hyllengren | ||||||
| Chief Financial Officer | ||||||
| (Duly Authorized Officer and Principal Financial and Accounting Officer) | ||||||