Fate Therapeutics Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

Fate Therapeutics (NASDAQ: FATE) announced the pricing of a public offering of 6,181,562 shares at $28.31 each, aiming to raise approximately $175 million, with expected net proceeds of $164.2 million after fees. The funds will support clinical trials, product manufacturing, and facility expansion. Additionally, the company plans to sell 1,766,160 shares to Johnson & Johnson Innovation for about $50 million. The offering is set to close around June 11, 2020, subject to customary conditions.

Positive

• Raising approximately $175 million through the public offering, strengthening financial position.
• Intended use of proceeds focuses on clinical trials and expansion, indicating growth strategy.

Negative

• Potential dilution of existing shares due to the public offering.
• Market reaction might be negative given the large number of shares being offered.

SAN DIEGO, June 09, 2020 (GLOBE NEWSWIRE) -- Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”) (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced the pricing of an underwritten public offering of 6,181,562 shares of its common stock at a public offering price of $28.31 per share, before underwriting discounts, for an aggregate offering of approximately $175 million. Fate Therapeutics has granted the underwriters a 30-day option to purchase up to an additional 927,234 shares of its common stock. The proceeds to Fate Therapeutics from this offering are expected to be approximately $164.2 million after deducting underwriting discounts and commissions and other estimated offering expenses but excluding any exercise of the underwriters’ option. Fate Therapeutics intends to use the net proceeds from the offering to fund clinical trials and nonclinical studies, the manufacture of its clinical product candidates, the expansion of its cGMP compliant manufacturing operations, including the construction, commissioning and qualification of its new facility, the conduct of preclinical research and development, and for general corporate purposes. All shares of common stock to be sold in the offering are being offered by Fate Therapeutics. The offering is expected to close on or about June 11, 2020, subject to customary closing conditions.   

Subject to the completion of the offering and the expiration or early termination of applicable waiting periods relating to certain antitrust filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Company also expects to sell to Johnson & Johnson Innovation-JJDC, Inc. in a private placement, 1,766,160 shares of common stock for an aggregate purchase price of approximately $50.0 million, at a price per share equal to the price to the public in the underwritten public offering.

Jefferies, SVB Leerink, Barclays and Guggenheim Securities are acting as joint book-running managers for the offering. Mizuho Securities is acting as lead manager for the offering, and H.C. Wainwright & Co. is acting as co-manager for the offering. 

The securities described above are being offered by Fate Therapeutics pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-228513) that was previously filed by Fate Therapeutics with the Securities and Exchange Commission (the “SEC”) and automatically became effective upon filing on November 21, 2018. The securities may be offered only by means of a prospectus.

A preliminary prospectus supplement related to the offering was filed with the SEC on June 8, 2020 and is available on the SEC's website at http://www.sec.gov and a final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus for the securities being offered may also be obtained, when available, by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by e-mail at prospectus_department@jefferies.com or by telephone at (877) 547-6340; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at (800) 808-7525 ext. 6218 or by email at syndicate@svbleerink.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847 or by email at Barclaysprospectus@broadridge.com; or Guggenheim Securities, LLC Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017 or by telephone at (212) 518-5548, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities 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.

About Fate Therapeutics, Inc.
Fate Therapeutics is a clinical-stage biopharmaceutical company dedicated to the development of first-in-class cellular immunotherapies for cancer and immune disorders. The Company has established a leadership position in the clinical development and manufacture of universal, off-the-shelf cell products using its proprietary induced pluripotent stem cell (iPSC) product platform. The Company’s immuno-oncology product candidates include natural killer (NK) cell and T-cell cancer immunotherapies, which are designed to synergize with well-established cancer therapies, including immune checkpoint inhibitors and monoclonal antibodies, and to target tumor-associated antigens with chimeric antigen receptors (CARs). The Company’s immuno-regulatory product candidates include ProTmune™, a pharmacologically modulated, donor cell graft that is currently being evaluated in a Phase 2 clinical trial for the prevention of graft-versus-host disease, and a myeloid-derived suppressor cell immunotherapy for promoting immune tolerance in patients with immune disorders. Fate Therapeutics is headquartered in San Diego, CA.

Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Fate Therapeutics’ expectations with respect to its proposed offering, the anticipated net proceeds from the offering, its intended use of proceeds from the offering and its anticipated sale of common stock to an existing stockholder in a private placement. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed public offering, as well as risks and uncertainties inherent in Fate Therapeutics’ business, including those described in the Company's periodic filings with the SEC. The events and circumstances reflected in the Company's forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Additional information on risks facing Fate Therapeutics can be found under the heading “Risk Factors” in Fate Therapeutics’ periodic reports, including its annual report on Form 10-K for the year ended December 31, 2019, its quarterly report on Form 10-Q for the quarter ended March 31, 2020, and in the preliminary prospectus supplement related to the proposed offering filed with the SEC on or about the date hereof, each available on the SEC's website at www.sec.gov. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Contact:
Christina Tartaglia
Stern Investor Relations, Inc.
212.362.1200
christina@sternir.com

FAQ

What is the purpose of Fate Therapeutics' recent public offering?

Fate Therapeutics intends to use the proceeds from the public offering for clinical trials, manufacturing of product candidates, and expansion of operations.

How many shares did Fate Therapeutics offer in its public offering?

Fate Therapeutics offered 6,181,562 shares in its public offering.

What is the expected closing date of Fate Therapeutics' public offering?

The offering is expected to close around June 11, 2020, pending customary closing conditions.

How much money is Fate Therapeutics projected to raise from the offering?

Fate Therapeutics is projected to raise approximately $175 million from the public offering.

What additional shares is Fate Therapeutics selling to Johnson & Johnson?

Fate Therapeutics plans to sell 1,766,160 shares to Johnson & Johnson Innovation for around $50 million.