AND EXCHANGE COMMISSION
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): July 15, 2020
of Registrant as Specified in Its Charter)
or Other Jurisdiction
|(Commission File Number)
East Jamie Court
San Francisco, California
|(Address of Principal Executive Offices)
Telephone Number, Including Area Code)
or Former Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
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|¨||Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
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pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
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pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
of each class
of each exchange on which registered|
|Class A Common Stock, $0.0001
value per share
||The Nasdaq Stock Market
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company x
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Results of Operations and Financial Condition.
Estimated Financial Data
July 15, 2020, Atreca, Inc. (the “Company” or “Atreca”) disclosed preliminary estimated financial data
for the three months ended June 30, 2020.
interim unaudited financial statements for the three months ended June 30, 2020 are not yet available and our independent registered
public accounting firm has not completed its review of the results of our second quarter of 2020. Based on the information that
is currently available to us, we estimate our cash, cash equivalents and investments as of June 30, 2020 to be approximately $149.0
million, compared to $166.3 million for March 31, 2020, which estimated decrease is primarily due to the use of cash in operating
preliminary estimated financial data for the three months ended June 30, 2020 set forth above is subject to the completion of
the Company’s financial closing procedures. The preliminary estimated financial data are not a comprehensive statement of
the Company’s results of operations for the three months ended June 30, 2020. The preliminary estimated financial data was
prepared by, and are the responsibility of, Atreca’ management. The Company’s independent registered public accounting
firm, OUM & Co. LLP, has not audited, reviewed or performed any procedures with respect to the accompanying preliminary
estimated financial data, and accordingly does not express an opinion or any other form of assurance with respect thereto. The
Company currently expects that its final results of operations will be consistent with the estimates set forth above, but such
estimates are preliminary and actual results of operations could fall outside of and differ materially from these estimated ranges
following the completion of the Company’s financial closing procedures, final adjustments and other developments that may
arise between now and the time the Company’s interim unaudited financial statements for the three months ended June 30,
2020 are issued.
information is intended to be furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
July 15, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company,
LLC, Evercore Group L.L.C. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named
therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale of 7,031,250 shares
of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 781,250 shares
of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock,” collectively with
Class A Common Stock, the “Common Stock”). The price to the public in this offering is $16.00 per share, and the Underwriters
have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $15.04 per share. Under
the terms of the Underwriting Agreement, Atreca also granted the Underwriters an option exercisable for 30 days to purchase up
to an additional 1,171,875 shares of Class A Common Stock at the public offering price, less underwriting discounts and commissions.
The gross proceeds to the Company from this offering are expected to be approximately $125.0 million, before deducting underwriting
discounts and commissions and other estimated offering expenses payable by the Company, or $143.75 million if the Underwriters
exercise in full their option to purchase additional shares of Class A Common Stock. The offering is expected to close on July
20, 2020, subject to customary closing conditions.
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
offering is being made pursuant to the Company’s effective registration statement on Form S-3 and an accompanying prospectus
(Registration Statement No. 333-239652) previously filed with the Securities and Exchange Commission and a preliminary and final
prospectus supplement thereunder.
Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the
issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|Dated: July 16, 2020
Courtney J. Phillips|
||Courtney J. Phillips |
||General Counsel and Corporate Secretary|