Item 1.01 Entry into a Material Definitive Agreement.
On November 5, 2026, Fate Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), with respect to an at-the-market offering program (the “ATM Program”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Placement Shares”), through Leerink Partners as its sales agent.
The Placement Shares will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-275402), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 27, 2023, and the prospectus supplement relating to the offering expected to be filed with the SEC on or about the date hereof (the “Existing Registration Statement”). Pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended (the “Securities Act”), the Company intends to file a new registration statement on Form S-3 with the SEC on or about the date hereof (the “New Registration Statement”) to replace the Existing Registration Statement, which will expire on November 27, 2026. Once the New Registration Statement has been filed, pursuant to Rule 415(a)(5)(ii), the Company may continue to offer and sell the Placement Shares pursuant to the Existing Registration Statement until the earlier of the effective date of the New Registration Statement and May 26, 2027. Upon effectiveness of the New Registration Statement, the Company intends to continue the ATM Program under the New Registration Statement.
Pursuant to the Sales Agreement, Leerink Partners may sell the Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including, without limitation, sales made directly on or through The Nasdaq Global Market (“Nasdaq”), on or through any other existing trading market for the Common Stock or to or through a market maker. The Company is not obligated to make any sales of Placement Shares under the Sales Agreement, and Leerink Partners is not obligated to purchase or sell any Placement Shares. The Company or Leerink Partners may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions, as set forth in the Sales Agreement.
Subject to the terms and conditions of the Sales Agreement, Leerink Partners will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell the Placement Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. The Company will pay Leerink Partners, as sales agent, a commission of up to 3.0% of the gross proceeds of any Placement Shares sold through Leerink Partners under the Sales Agreement and has agreed to reimburse Leerink Partners for certain specified expenses.
The Sales Agreement contains customary representations, warranties and covenants of the Company, conditions to the sale of the Placement Shares, indemnification and contribution obligations and other obligations of the parties. The Company has agreed to provide indemnification and contribution to Leerink Partners with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The opinion of Goodwin Procter LLP relating to the validity of the Placement Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Placement Shares, nor shall there be any offer, solicitation or sale of the Placement Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
On November 5, 2026, in connection with its entry into the Sales Agreement, the Company terminated the Open Market Sale AgreementSM, dated November 8, 2023 (the “Jefferies Agreement”), by and between the Company
