8-K 1 d82298d8k.htm 8-K 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2021



Harpoon Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38800   47-3458693

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

131 Oyster Point Blvd, Suite 300

South San Francisco, California

(Address of Principal Executive Offices)     (Zip Code)

(650) 443-7400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class





Name of each exchange

on which registered

Common stock, par value $0.0001 per share   HARP   Nasdaq Global Select Market

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.   ☐




Item 1.01

Entry into a Material Definitive Agreement.

On January 6, 2021, Harpoon Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Leerink LLC and Piper Sandler & Co. (the “Representatives”), as representatives of the several underwriters (collectively, the “Underwriters”), relating to the issuance and sale of 5,882,352 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $17.00 per share (the “Offering”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 882,352 shares of Common Stock. The net proceeds to the Company from the Offering are expected to be approximately $93.6 million (or approximately $107.7 million if the Underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-237175), declared effective by the Securities and Exchange Commission (“SEC”) on April 23, 2020, a base prospectus dated April 23, 2020 and the related prospectus supplement dated January 6, 2021. The Offering is expected to close on or about January 11, 2021, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, 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, covenants and agreements 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. The Company’s directors, executive officers and certain of its stockholders have agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock for 90 days, and the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of the Company’s Common Stock for 90 days, in each case, after January 6, 2021, without first obtaining the written consent of the Representatives.

The foregoing description of the terms of each of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 hereto.


Item 8.01

Other Events.

Press Release

On January 6, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the Company’s press release announcing the pricing is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Risk Factors Update

In connection with the Offering, the Company has also updated its risk factor disclosure from the disclosure contained in the Company’s prior filings with the SEC, including the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2020. The updated risk factors are filed as Exhibit 99.2 hereto and are incorporated by reference herein.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.



1.1    Underwriting Agreement, dated January 6, 2021, by and among the Company, SVB Leerink LLC and Piper Sandler & Co., as the Representatives of the several underwriters named therein.
5.1    Opinion of Cooley LLP.
23.1    Consent of Cooley LLP (included in Exhibit 5.1).
99.1    Press release dated January 6, 2021.
99.2    Risk Factors.


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.



/s/ Gerald McMahon, Ph.D.


Gerald McMahon, Ph.D.

President and Chief Executive Officer

Dated: January 7, 2021