UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On February 3, 2025, Tectonic Therapeutic, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”). The Purchase Agreement provides that, subject to the satisfaction of customary closing conditions, the Purchasers will purchase an aggregate of 3,689,465 shares (the “Shares”) of common stock, $0.0001 par value per share (“Common Stock”), of the Company, at a price of $50.00 per Share to fund investors and $54.14 per Share to individual investors that are either an officer or director of the Company (the “Private Placement”).
Gross proceeds from the Private Placement are expected to be approximately $185.0 million. The Private Placement is expected to close on or about February 5, 2025, subject to the satisfaction of the closing conditions referenced above. The Company expects the net proceeds from the Private Placement to be used for the advancement of its development pipeline, working capital and other general corporate purposes.
TD Securities (USA) LLC, Leerink Partners LLC, Piper Sandler & Co. and Wells Fargo Securities, LLC acted as placement agents for the Private Placement. The Company has agreed to pay the placement agents customary placement fees in their capacity as placement agents for the sale of the Shares to the Purchasers.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Purchase Agreement, a form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Registration Rights Agreement
On February 3, 2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed, among other things, to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 to register for resale the Shares within 54 calendar days of the closing of the Private Placement, and to use reasonable best efforts to have the registration statement declared effective at the earliest possible date, but in any event no later than the earlier of (a) the 90th calendar day following the initial filing date or (b) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares.
The Company has granted the Purchasers customary indemnification rights in connection with the registration statement. The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, a form of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the Shares will be made in reliance on the exemption afforded by Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws. The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Each of the Purchasers has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act, that it is purchasing the Securities solely for the Purchaser’s own account and not for the account of others, and
not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Securities in violation of the Securities Act. The sale of the Securities did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On February 3, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 10.2 | Form of Registration Rights Agreement. | |
| 99.1 | Press release dated February 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the anticipated closing and use of proceeds of the Private Placement and the filing and timing of a resale registration statement. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “should,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks relating to market conditions, the satisfaction of the customary closing conditions and other risks described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, and its subsequent filings with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.
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.
| TECTONIC THERAPEUTIC, INC. | ||
| By: | /s/ Daniel Lochner | |
| Daniel Lochner | ||
| Chief Financial Officer | ||
Date: February 3, 2025