UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 26, 2023, Monte Rosa Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors relating to the issuance and sale of pre-funded warrants to purchase 10,000,400 shares of the Company’s common stock (the “Pre-Funded Warrants”) to such investors (the “Offering”). The Pre-Funded Warrants will be sold to the investors at an offering price of $2.4999 per share under such Pre-Funded Warrant, which represents the per share offering price for the Company’s common stock less a $0.0001 per share exercise price for each such Pre-Funded Warrant. The Purchase Agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of a Pre-Funded Warrant may not exercise such Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, up to 19.99%) of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.
The gross proceeds from the Offering will be approximately $25.0 million, before paying estimated offering expenses. Delivery of the Pre-Funded Warrants is expected to take place on or about October 30, 2023, subject to customary closing conditions. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-266003) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 1, 2022 and declared effective by the SEC on July 13, 2022.
The form of Pre-Funded Warrant and the Purchase Agreement are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K. The foregoing description of the respective terms of the Pre-Funded Warrants and the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to such Exhibits. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Pre-Funded Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On October 26, 2023, the Company issued a press release entitled “Monte Rosa Therapeutics Announces $25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 10.1 | Securities Purchase Agreement, dated October 26, 2023 | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated October 26, 2023, entitled “Monte Rosa Therapeutics Announces $25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| Monte Rosa Therapeutics, Inc. | ||||||
| Date: October 26, 2023 | By: | /s/ Markus Warmuth | ||||
| Markus Warmuth | ||||||
| President and Chief Executive Officer | ||||||