UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
A&R Indemnification Agreement
On August 26, 2024, the Board of Directors of Fate Therapeutics, Inc. (the “Company”) approved an amended and restated form of director and officer indemnification agreement (the “A&R Form of Indemnification Agreement”) to be entered into by the Company and each of its current directors and officers (which form the Company expects to enter into with future directors and officers) (each, an “Indemnitee” and, collectively, the “Indemnitees”) in accordance with the General Corporation Law of the State of Delaware. The A&R Form of Indemnification Agreement will supersede and replace the previously adopted form of indemnification agreement.
The A&R Form of Indemnification Agreement incorporates the following changes, among others, to the previously adopted form of agreement used by the Company: revised the “change of control” provision to provide additional specificity around changes in board composition that constitute a change of control; revised to cover the expenses of Indemnitee’s separate counsel in the event of a change of control; amended the advancement of defense expenses to which an Indemnitee is entitled to include the availability of insurance coverage and the Indemnitee’s undertaking requirements; clarified that an Indemnitee’s entitlement to indemnification is irrespective of the Indemnitee’s entitlement to and availability of insurance coverage, including related advancements, payments and reimbursements; included an express presumption of good faith on the part of an Indemnitee, which anyone seeking to overcome shall have the burden of proof and persuasion to overcome; updated the Company’s address for notice and certain notice-related provisions; and included the ability for the Indemnitee to seek specific performance of the A&R Form of Indemnification Agreement without needing to demonstrate irreparable harm.
The foregoing summary and description of the provisions of the A&R Form of Indemnification Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the A&R Form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 26, 2024, each of the Company’s current directors and officers entered into an A&R Form of Indemnification Agreement with the Company. The information regarding the A&R Form of Indemnification Agreement set forth in Item 1.01 above is incorporated in this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Amended and Restated Form of Indemnification Agreement | |
| 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.
| Date: August 30, 2024 | Fate Therapeutics, Inc. | |||||
| By: | /s/ J. Scott Wolchko | |||||
| J. Scott Wolchko | ||||||
| President and Chief Executive Officer | ||||||