Morphic Holding Inc.
04/26/2024 | Press release | Distributed by Public on 04/26/2024 15:28
Material Agreement - Form 8-K
Item 1.01 Entry Into a Material Definitive Agreement.
On April 26, 2024, Morphic Holding, Inc., a Delaware corporation (the "Company" or "Morphic"), entered into a Sales Agreement (the "TD Cowen Sales Agreement") with TD Securities (USA) LLC ("TD Cowen"), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share ("Common Stock"), having an aggregate offering price of up to $350,000,000 (the "TD Cowen ATM Shares"), through TD Cowen as sales agent pursuant to an at-the-market offering program (the "TD Cowen ATM Program"). The TD Cowen ATM Shares offered and sold under the TD Cowen ATM Program will be issued pursuant to the Company's Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the "Registration Statement"), the prospectus relating to the TD Cowen ATM Program filed on April 26, 2024, and any applicable additional prospectus supplement related to the TD Cowen ATM Program that forms a part of the Registration Statement.
Pursuant to the TD Cowen Sales Agreement, TD Cowen may sell the TD Cowen ATM Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. TD Cowen will use its commercially reasonable efforts to sell on the Company's behalf all of TD Cowen ATM Shares requested to be sold by the Company. The TD Cowen Sales Agreement provides that TD Cowen will be entitled to compensation of up to 3.0% of the gross proceeds of the TD Cowen ATM Shares sold through TD Cowen. The Company will also reimburse TD Cowen for certain expenses incurred in connection with the TD Cowen Sales Agreement. The Company has no obligation to sell any of the TD Cowen ATM Shares under the TD Cowen Sales Agreement and may at any time suspend solicitation and offers under the TD Cowen Sales Agreement. The TD Cowen ATM Program will terminate upon the earlier of (i) the sale of all of the TD Cowen ATM Shares or (ii) the termination of the TD Cowen Sales Agreement according to its terms by either the Company or TD Cowen. The TD Cowen Sales Agreement contains representations for the benefit of the Company and TD Cowen and other terms customary for similar agreements.
The Company currently intends to use the net proceeds from the TD Cowen ATM Program primarily for general corporate purposes, which may include funding research and development, conducting clinical trials, clinical and process development and manufacturing of our product candidates, increasing our working capital, reducing indebtedness as applicable, acquisitions or investments in businesses, products or technologies that are complementary to our own and capital expenditures.
The foregoing description of the TD Cowen Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the TD Cowen Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Registration Statement and is incorporated herein by reference.
This Current Report on Form 8-K shall 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.