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 May 10, 2024, Edgewise Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having aggregate sales proceeds of up to $175,000,000 (the “Shares”), from time to time, through an “at the market offering” program under which Leerink will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of the Shares, including the number or dollar value of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Leerink may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. Leerink agreed to use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market LLC. The Sales Agreement may be terminated by the Company upon ten days’ notice to Leerink for any reason or by Leerink upon ten days’ notice to the Company for any reason, or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.
The Sales Agreement provides that Leerink will be entitled to compensation for its services in an amount up to 3.0% of the gross proceeds of all Shares sold under the Sales Agreement. The Company has no obligation to sell any Shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement.
The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (the “Registration Statement”), which was automatically effective upon filing with the Securities and Exchange Commission (the “Commission”) on May 10, 2024. On May 10, 2024, the Company filed a prospectus supplement as part of the Registration Statement in connection with the offer and sale of the Shares pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 16, 2023, the Company entered into a Common Stock Sales Agreement (the “Prior Sales Agreement”) with BofA Securities, Inc. (“BofA Securities”), as agent, pursuant to which the Company was permitted to issue and sell shares of its Common Stock, having an aggregate offering price of up to $125,000,000 (the “Placement Shares”), from time to time through BofA Securities (the “Prior ATM Program”). On January 19, 2024, the Company filed a prospectus supplement to suspend the Prior ATM Program.
In connection with the Company’s entry into the Sales Agreement, on May 10, 2024, the Company delivered written notice to BofA Securities to terminate the Prior Sales Agreement pursuant to Section 11(b) thereof.
A copy of the Prior Sales Agreement was filed as Exhibit 1.1 to the Current Report on Form 8-K filed on June 16, 2023. The description of the Prior Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Prior Sales Agreement filed as Exhibit 1.1 to the Current Report on Form 8-K filed on June 16, 2023.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Exhibit Description | |
| 1.1 | Sales Agreement, dated May 10, 2024, by and between Edgewise Therapeutics, Inc. and Leerink Partners LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Edgewise Therapeutics, Inc. | |||
| Date: | May 10, 2024 | By: | /s/ R. Michael Carruthers |
| Name: | R. Michael Carruthers | ||
| Title: | Chief Financial Officer | ||