MTEM Molecular Templates
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2021
Molecular Templates, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
9301 Amberglen Blvd, Suite 100
Austin, TX 78729
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (512) 869-1555
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $0.001 par value||MTEM||The Nasdaq Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Entry Into a Material Definitive Agreement.
On February 17, 2021, Molecular Templates, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the “Underwriters”), relating to the underwritten public offering of an aggregate of 6,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), which is referred to herein as the “Offering”. The price to the public in the Offering was $12.65 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 900,000 additional shares of Common Stock.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-242078) previously filed with the Securities and Exchange Commission (“SEC”) and a related prospectus supplement and accompanying prospectus.
The net proceeds to the Company from the Offering are expected to be approximately $71.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is scheduled to close on or about February 22, 2021, subject to customary closing conditions.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the legality of the issuance and sale of Common Stock in the Offering is attached as Exhibit 5.1 hereto.
On February 17, 2021, the Company issued a press release announcing that it had launched the Offering and on February 18, 2021, the Company issued a press release announcing that it had priced the Offering. A copy of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and the information contained therein is incorporated herein by reference.
Based on the Company’s current plans, the Company believes that its existing cash, cash equivalents and marketable securities, together with the net proceeds from this Offering, will be sufficient to enable it to fund its operating expenses and capital expenditure requirements into the second half of 2023.
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding the Company’s expectations with respect to the Offering, including its ability to complete the Offering and its expected and intended use of proceeds from the Offering. These and any other forward-looking statements in this report are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Offering, as well as risks and uncertainties detailed in the Company’s periodic filings with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s subsequent periodic reports filed with the SEC pursuant to the the Exchange Act, the final prospectus supplement related to the Offering filed with the SEC on February 18, 2021 and from time to time the Company’s other investor communications. The Company is providing the information in this report as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise, except to the extent required by law.
Financial Statements and Exhibits.
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.
|Date: February 22, 2021||Molecular Templates, Inc.|
/s/ Eric E. Poma, Ph.D.
|Name:||Eric E. Poma, Ph.D|
|Title:||Chief Executive Officer and Chief Scientific Officer|