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.

At March 22, 2022, Applied Genetic Technologies Society (the “Company”) has entered into a subscription agreement (the “Subscription Agreement”) with
Cantor Fitzgerald & Co. (the “Subscriber”), pursuant to which the Company has agreed to issue and sell 7,500,000 common shares of the Company, par value $0.001 per share (the “Common Shares”), to the underwriter at a price of
$1.188 per share (the “Offer”). Pursuant to the terms of the Underwriting Agreement, the Company has granted the Underwriter a 30-day option to purchase up to 1,125,000 additional ordinary shares at a price of $1.188 per share (the “Optional Shares”). The Company’s gross proceeds from the Offering are expected to be approximately $9.8 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 March 24, 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 to
April 2, 2021 (the “Registration Statement”) and declared effective on
April 12, 2021as supplemented by a preliminary prospectus supplement filed on
March 21, 2022 and a final prospectus supplement filed on March 23, 2022. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy common stock.

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 legal opinion of Foley Hoag LLP relating to the Common Shares Offered is attached as Exhibit 5.1.

Section 8.01 Other Events.

At March 21, 2022, the Company has published a press release announcing the launch of the Offer. At March 22, 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.

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Item 9.01 Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.                                     Description

 1.1           Underwriting Agreement, dated March 22, 2022, by and between Applied
             Genetic Technologies Corporation and Cantor Fitzgerald & Co.

 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
             March 21, 2022 announcing the commencement of the Offering

99.2           Press release issued by Applied Genetic Technologies Corporation on
             March 22, 2022 announcing the pricing of the Offering



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