UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 3, 2020

 

Precision BioSciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701

(Address of principal executive offices) (Zip Code)

(919) 314-5512

(Registrant’s telephone number, including area code)

N/A

(Former name 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:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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Indicate by 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).

Emerging growth company  ☒

If 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.  ☐

 

 

 

 

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On February 3, 2020, Precision BioSciences, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement among the Company and certain of its stockholders and the holders of the 2019 Notes, dated May 25, 2018, as amended (the “Investors’ Rights Agreement”).

 

The Amendment provides that a Holder’s (as defined in the Investors’ Rights Agreement) rights with respect to registration of Registrable Securities (as defined in the Amendment) expire (i) at such time at which all shares held by such Holder (together with any Affiliate (as defined in the Investors’ Rights Agreement) of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three-month period without registration or volume limitations in compliance with Rule 144 or another similar exemption or (ii) such time at which such Holder is not an Affiliate (as defined in the Investors’ Rights Agreement) of the Company.  The Amendment also amended the definition of “Required Holders” to mean the written consent or affirmative vote of the holders of a majority of the Registrable Securities then outstanding.  

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

 

 

 

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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.

 

 

 

 

 

EXECUTION VERSION

Exhibit 10.1

 

 

PRECISION BIOSCIENCES, INC.

AMENDMENT NO. 2 TO THE

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

This Amendment No. 2 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”) is entered into as of February 3, 2020 by and among Precision BioSciences, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company party to the Investors’ Rights Agreement (as defined below) (collectively, the “Investors”).  Capitalized terms used and not defined herein shall have the meaning set forth in the Investors’ Rights Agreement.

WHEREAS, the Company and the Investors previously entered into that certain Amended and Restated Investors’ Rights Agreement, dated as of May 25, 2018, as amended (together with all schedules and exhibits thereto, the “Investors’ Rights Agreement”);

WHEREAS, Section 4.6 of the Investors’ Rights Agreement provides that the Investors’ Rights Agreement generally may be amended with the written consent of (i) the Company and (ii) the holders of at least sixty percent (60%) of the Registrable Securities (as defined in the Investors’ Rights Agreement) issued or issuable upon conversion of the Company’s Preferred Stock and the Notes, voting together as a single class and on an as-converted basis (the “Required Holders”);

WHEREAS, the Investors whose signatures appear on the signature pages attached hereto constitute the Required Holders under the Investors’ Rights Agreement necessary to amend the Investors’ Rights Agreement; and

WHEREAS, the Company and the Investors desire to amend the Investors’ Rights Agreement as set forth below.

NOW THEREFORE, the parties hereto agree as follows:

1.Amendments.  

“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock and the Notes, and any Common Stock issued as (or issuable upon conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, in exchange for or in replacement of such Preferred Stock, (ii) the Common Holder Registrable Securities, provided, however, that such Common Holder Registrable Securities shall not be deemed Registrable Securities and the Common Holders shall not be deemed Holders for the purposes of Sections 2.1 and 2.11 and (iii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) and (ii) above, provided, however, that Registrable Securities shall exclude, in all cases, (A) any Registrable Securities sold by a Person in a transaction in which such Person’s rights under Section 2 of this Agreement are not assigned and (B) any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement.

“Required Holders” means the written consent or affirmative vote of the holders of a majority of the Registrable Securities then outstanding held by the Investors.

 

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2.13 Termination of Registration Rights.  No Holder shall be entitled to exercise any right provided for in this Section 2 upon the earliest to occur of: (a) five (5) years following the consummation of the Initial Offering, (b) such time at which all shares held by such Holder (together with any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3) month period without registration or volume limitations in compliance with Rule 144 or another similar exemption or (c) such time at which such Holder is not an Affiliate of the Company.

2.Effect of Amendment. Except as expressly set forth herein, no other terms or provisions of the Investors’ Rights Agreement are amended or modified, and all such provisions and terms are hereby ratified and confirmed in all respects.

3.Governing Law. This Amendment shall be governed in all respects by the laws of the State of Delaware without regard to choice of laws or conflict of laws provisions thereof.

4.Counterparts. This Amendment may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

[remainder of page intentionally left blank]

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

COMPANY:

 

PRECISION BIOSCIENCES, INC.

By:  /s/ Matt Kane

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESTORS:

 

/s/ Matthew Kane

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESTORS:

 

/s/ Derek Jantz

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESTORS:

 

/s/ Jeff Smith

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

ADAGE CAPITAL PARTNERS, LP

 

By:Adage Capital Advisors, LLC

 

 

By:  /s/ Dan Lehan

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

AMGEN INVESTMENTS LTD.

 

 

AMGEN VENTURES, LLC

 

Title: Executive Dir., Business Development

Title: Executive Dir., Business Development

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTORS:

MERIDIAN GROWTH FUND

 

MERIDIAN SMALL CAP GROWTH FUND

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

ARROWMARK LIFE SCIENCE FUND, LP 

 

Title: Managing Member

Title: Managing Member

ARROWMARK FUNDAMENTAL OPPORTUNITY FUND, L.P.

 

Title: Managing Member

Title: Managing Member

LOOKFAR INVESTMENTS, LLC

Title: Managing Member

Title: Managing Member

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

CF ASCENT LLC

Title: Managing Member

Title: Managing Member

 

THB IRON ROSE, LLC

 

 

THB IRON ROSE, LLC LIFE SCIENCE PORTFOLIO 

 

Title: Managing Member

Title: Managing Member

 

IRON HORSE INVESTMENTS, LLC

 

Title: Managing Member

Title: Managing Member

 

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESTORS:

 

/s/ Tony Yao

Tony Yao

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

BAXALTA US INC.

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

BRACE PHARMACEUTICALS LLC

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTORS:

CORMORANT PRIVATE HEALTHCARE FUND I, LP

By:Cormorant Private Healthcare GP, LLC

Its: General Partner

 

By:  /s/ Bihua Chen

Name: Bihua Chen

Title: The Managing Member of the GP

CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP

 

By:Cormorant Global Healthcare GP, LLC

Its: General Partner

 

By:  /s/ Bihua Chen

Name: Bihua Chen

Title: The Managing Member of the GP

 

CRMA SPV, LP

 

By:  /s/ Bihua Chen

By: Cormorant Asset Management, LP, its Attorney-In-Fact

By: Bihua Chen, CEO/Managing Member

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTORS:

COWEN HEALTHCARE INVESTMENTS II LP

By:Cowen Healthcare Investments II GP LLC

Its: General Partner

 

By:  /s/ Tim Anderson

Name: Tim Anderson

Title: Managing Director

 

 

CHI EF II LP

By:Cowen Healthcare Investments II GP LLC

Its: General Partner

 

By:  /s/ Tim Anderson

Name: Tim Anderson

Title: Managing Director

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESTORS:

G LTP LLC

By:  /s/ Steven M. Bischoff

Name: Steven M. Bischoff

Title: Investment Manager

DUMAC, Inc., Authorized Agent

By:  /s/ Jannine M. Lall

Name: Jannine M. Lall

Title:Head of Finance & Controller

DUMAC, Inc., Authorized Agent

 

G HSP LLC

By:  /s/ Steven M. Bischoff

Name: Steven M. Bischoff

Title: Investment Manager

DUMAC, Inc., Authorized Agent

By:  /s/ Jannine M. Lall

Name: Jannine M. Lall

Title:Head of Finance & Controller

DUMAC, Inc., Authorized Agent

 

 

G JBD LLC

 

By:  /s/ Steven M. Bischoff

Name: Steven M. Bischoff

Title: Investment Manager

DUMAC, Inc., Authorized Agent

By:  /s/ Jannine M. Lall

Name: Jannine M. Lall

Title:Head of Finance & Controller

DUMAC, Inc., Authorized Agent

 

 

G ERP LLC

By: DUMAC, Inc., as authorized agent of the trustee of the master trust

 

By:  /s/ Steven M. Bischoff

Name: Steven M. Bischoff

Title: Investment Manager

DUMAC, Inc., Authorized Agent

By:  /s/ Jannine M. Lall

Name: Jannine M. Lall

Title:Head of Finance & Controller

DUMAC, Inc., Authorized Agent

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

FRANKLIN TEMPLETON INVESTMENT FUNDS – FRANKLIN BIOTECHNOLOGY DISCOVERY FUND

FRANKLIN STRATEGIC SERIES – FRANKLIN BIOTECHNOLOGY DISCOVERY FUND

 

By:Franklin Advisers, Inc.

Its: Investment Manager

 

 

By:  /s/ Evan McCulloch

Name: Evan McCulloch

Title: Vice President

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

OCV FUND I, L.P.

By:OCV I GP, LLC

Its: General Partner

 

By:  /s/ Hemi Zucker

Name: Hemi Zucker

Title: Managing Principal

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

OSAGE UNIVERSITY PARTNERS II, LP

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTORS:

PONTIFAX GLOBAL FOOD AND AGRICULTURE TECHNOLOGY FUND, L.P.

 

 

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

RFS PARTNERS, LP

 

By:  /s/ Raymond F. Schinazi

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

RIDGEBACK CAPITAL INVESTMENTS LP

By:Ridgeback Capital Management LP

Its: Investment Manager

 

By:  /s/ Christopher A. Nonas

Name: Christopher A. Nonas

Title: CFO

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

VENBIO GLOBAL STRATEGIC FUND, L.P.

 

 

By:  /s/ Robert Adelman

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:

VIVO PANDA FUND, L.P.

By:Vivo Panda, LLC

Its: General Partner

 

By:  /s/ Mahendra Shah

Name: Mahendra Shah

Title: Managing Member

 

 

 

 

[Signature Page to Amendment No. 2 to Investors’ Rights Agreement]