Material Event - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2021

Atara Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

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

Registrant's telephone number, including area code: (650)278-8930

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities pursuant to Section 12 (b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		ATRA		The Nasdaq Stock Market LLC

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-2of the Securities Exchange Act of 1934 (§ 240.12b-2of 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. ☐

Item 8.01

Other Events.

On November 26, 2021, Atara Biotherapeutics, Inc. (the "Company") entered into a sales agreement (the "2021 ATM Facility") with Cowen and Company, LLC ("Cowen") under which the Company may offer and sell, from time to time at the Company's sole discretion, shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $100.0 million through Cowen, as sales agent.

Cowen may sell the Common Stock by any method that is deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for the Company's common stock. Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through Cowen under the 2021 ATM Facility and has provided Cowen with customary indemnification rights.

The Company is not obligated to make any sales of Common Stock under the 2021 ATM Facility. The offering of shares of Common Stock pursuant to the 2021 ATM Facility will terminate upon the earlier of (i) the sale of all common stock subject to the 2021 ATM Facility or (ii) termination of the 2021 ATM Facility in accordance with its terms.

The foregoing description of the 2021 ATM Facility is qualified in its entirety by reference to the 2021 ATM Facility, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

The shares of Common Stock being offered pursuant to the 2021 ATM Facility will be offered and sold pursuant to the Company's shelf registration statement on Form S-3(File No. 333-253731).The Company intends to file a prospectus supplement relating to the ATM Offering with the Securities and Exchange Commission.

The legal opinion of Sidley Austin LLP relating to the shares of Common Stock being offered pursuant to the 2021 ATM Facility is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-Kshall not constitute an offer to sell or the solicitation of an 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.

Exhibit No.		Description
1.1		Sales Agreement, dated November 26, 2021, by and between Atara Biotherapeutics, Inc. and Cowen and Company, LLC
5.1		Opinion of Sidley Austin LLP
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 26, 2021			By:		/s/ Pascal Touchon
		Pascal Touchon
		Chief Executive Officer

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