Item 1.01.
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Entry Into a Material Definitive Agreement.
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On February 17, 2021, Molecular Templates, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the “Underwriters”), relating to the underwritten public offering of an aggregate of 6,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), which is referred to herein as the “Offering”. The price to the public in the Offering was $12.65 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 900,000 additional shares of Common Stock.
The 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 (the “Securities Act”), other obligations of the parties and termination provisions. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-242078) previously filed with the Securities and Exchange Commission (“SEC”) and a related prospectus supplement and accompanying prospectus.
The net proceeds to the Company from the Offering are expected to be approximately $71.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is scheduled to close on or about February 22, 2021, subject to customary closing conditions.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the legality of the issuance and sale of Common Stock in the Offering is attached as Exhibit 5.1 hereto.