APPLIED GENETIC TECHNOLOGIES CORP: Entry into Material Definitive Agreement, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entry into Material Definitive Agreement.

On July 12, 2022, Applied Genetic Technologies Society (the “Company”) has entered into a subscription agreement (the “Subscription Agreement”) with HC Wainwright & Co., LLC (“Wainwright”). Pursuant to the Underwriting Agreement, the Company has agreed to sell, under a firm commitment offer (the “Offer”), (i) an aggregate of 16,075,000 shares (the “Shares”) ordinary shares of the Company,
$0.001 par value per share (the “Common Shares”), (ii) pre-funded warrants to purchase up to an aggregate of 591,667 Common Shares (the “Pre-funded Warrants”), and (iii) warrants to purchase up to an aggregate of 16,666,667 Common Shares (the “Common Warrants” and, together with the Prefunded Warrants, the “Warrants”). Pursuant to the terms of the bought deal agreement, the Company has granted Wainwright a 30-day option to purchase up to an aggregate of 2,500,000 additional common shares and/or associated common warrants to purchase an aggregate of up to an aggregate of 2,500,000 shares of its common stock (the “Option”). The combined public offering price of each share and the accompanying ordinary warrant is $0.60. The combined public offering price of each pre-funded warrant and the accompanying warrant is $0.599 (equal to the combined purchase price per Common Share and accompanying Common Warrant, less
$0.001). The exercise price per share of the common warrants is $0.60. Warrants will be exercisable immediately, Ordinary Warrants will expire on the fifth anniversary of the date of issue, or July 15, 2027, and the pre-funded warrants will expire when exercised in full. It is not expected that there will be a trading market for the Warrants issued pursuant to the Offer. The Company’s gross proceeds from the Offering are expected to be approximately
$10.0 million, before deduction of subscription discounts and estimated distribution costs. All securities of the Offer are sold by the Company. The offering is expected to close on July 15, 2022subject to customary closing conditions.

The Offer has been made pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-255008) filed with the Security and Exchange Commission on
April 2, 2021 (the “Registration Statement”) and declared effective on
April 12, 2021as supplemented by a preliminary prospectus supplement filed on
July 12, 2022 and a final prospectus supplement filed on July 14, 2022. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company.

Wainwright acted as sole bookrunner for the Offer. The Company paid Wainwright an underwriting discount equal to 6.0% of the gross proceeds of the offering and reimbursed Wainwright for a non-accounting expense allowance of $50,000up to max $50,000 reasonable expenses, including legal fees, and $15,950 for customs clearance costs.

The Company has made certain customary representations, warranties and covenants in the Company Underwriting Agreement, the Registration Statement and the Offer. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the purposes of this Agreement and on specific dates and were solely for the benefit of the parties to this Agreement.

The foregoing description of the terms of the Subscription Agreement is qualified in its entirety by reference to the Subscription Agreement, which is attached as Schedule 1.1 hereto and incorporated by reference herein. The form of the Common Warrant and the Prefunded Warrant is attached hereto as Exhibits 4.1 and 4.2 respectively, and the description of the terms of the Common Warrants and the Prefunded Warrants is qualified in its entirety by reference to these parts.

The legal opinion of Foley Hoag LLP regarding the securities offered is attached as Exhibit 5.1.

Section 8.01 Other Events.

On July 12, 2022, the Company has published a press release announcing the launch of the Offer. On July 12, 2022, the Company has issued a press release announcing the Offer price. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

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Item 9.01 Financial statements and supporting documents.


 (d) Exhibits

Exhibit
  No.                                     Description

 1.1           Underwriting Agreement, dated July 12, 2022, by and between Applied
             Genetic Technologies Corporation and H.C. Wainwright & Co., LLC

 4.1           Form of Common Warrant

 4.2           Form of Pre-Funded Warrant

 5.1           Opinion of Foley Hoag LLP

23.1           Consent of Foley Hoag LLP (included in Exhibit 5.1)

99.1           Press release issued by Applied Genetic Technologies Corporation on
             July 12, 2022 announcing the commencement of the Offering

99.2           Press release issued by Applied Genetic Technologies Corporation on
             July 12, 2022 announcing the pricing of the Offering

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)



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