PRECISION BIOSCIENCES INC: Entering into Material Definitive Agreement, Unregistered Equity Sale, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

Collaboration and License Agreement

On June 14, 2022, Precision BioSciences, Inc. (the "Company"), entered into a
collaboration and license agreement (the "Collaboration and License Agreement")
with Novartis Pharma AG ("Novartis"), which became effective on June 15, 2022
(the "Effective Date"), to collaborate to discover and develop in vivo gene
editing products incorporating custom ARCUS nucleases of the Company for the
purpose of seeking to research and develop potential treatments for certain
diseases (as defined in the Collaboration and License Agreement, the "Licensed
Products"). Any initial Licensed Products will be developed for the potential
treatment of certain hemoglobinopathies, including sickle cell disease and beta
thalassemia.

Pursuant to the terms of the Collaboration and License Agreement, the Company
will develop an ARCUS nuclease and conduct in vitro characterization for the
Licensed Products, with Novartis then assuming responsibility for all subsequent
development, manufacturing and commercialization activities. Novartis will
receive an exclusive license for, and be required to use commercially reasonable
efforts to conduct all subsequent research, development, manufacture and
commercialization activities with respect to, the Licensed Products. The Company
will initially develop a single, custom ARCUS nuclease for a defined "safe
harbor" target site for insertion of specified therapeutic payloads in the
patient's genome (the "Initial Nuclease") for Novartis to further develop as a
potential in vivo treatment option for certain hemoglobinopathies, including
sickle cell disease and beta thalassemia. Pursuant to the terms of the
Collaboration and License Agreement, Novartis may elect, subject to payment of a
fee to the Company, to replace Licensed Products based on the Initial Nuclease
with Licensed Products based on a second custom ARCUS nuclease designed by the
Company for gene editing of a specified human gene target associated with
hemoglobinopathies (the "Replacement Nuclease"). Additionally, Novartis has the
option, upon payment of a fee to the Company for each exercise of the option, to
include Licensed Products utilizing the Initial Nuclease for insertion of up to
three additional specified therapeutic payloads at the "safe harbor" target
site, each intended to treat a particular genetic disease. The exercise period
for such option ends on the earlier of (a) the fourth anniversary of the
Effective Date and (b) the replacement of the Initial Nuclease with the
Replacement Nuclease as described above.

The Company will receive an upfront cash payment of $50.0 million under the
Collaboration and License Agreement, and on the Effective Date Novartis made an
equity investment of $25.0 million in the Company's common stock pursuant to a
stock purchase agreement between the Company and Novartis as described below
(the "Stock Purchase Agreement"). The upfront cash payment and the equity
investment, together with the Company's existing cash and cash equivalents,
expected operational receipts, and available credit, are projected to extend the
Company's cash runway into Q2 2024. The Company will also be eligible to receive
milestone payments of up to an aggregate of approximately $1.4 billion as well
as certain research funding. If Licensed Products resulting from the
collaboration are approved and sold, the Company will also be entitled to
receive tiered royalties ranging from the mid-single digit to low-double digit
percentages on net sales of Licensed Products, subject to customary potential
reductions. Novartis's obligation to pay royalties to the Company expires on a
country-by-country and Licensed Product-by-Licensed Product basis, upon the
latest to occur of certain events related to expiration of patents, regulatory
exclusivity or a period of ten years following the first commercial sale of the
Licensed Product.

Unless earlier terminated, the Collaboration and License Agreement will remain
in effect on a Licensed Product-by-Licensed Product and country-by-country basis
until the expiration of a defined royalty term for each Licensed Product and
country. Novartis has the right to terminate the Collaboration and License
Agreement without cause by providing advance notice to the Company. Either party
may terminate the Collaboration and License Agreement for material breach by the
other party and a failure to cure such breach within the time period specified
in the Collaboration and License Agreement. Precision may also terminate the
Collaboration and License Agreement due to a challenge to its patents brought by
Novartis.

Share Purchase Agreement and Registration Rights Agreement

Concurrently with the execution of the Collaboration and License Agreement, on
June 14, 2022, the Company and Novartis entered into the Stock Purchase
Agreement pursuant to which, on the Effective Date, the Company issued and sold
to Novartis 12,407,440 shares of the Company's common stock (the "Shares") in a
private placement
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transaction for an aggregate purchase price of $25.0 million, or approximately
$2.01 per share. The price per share of the Company's common stock under the
Stock Purchase Agreement represented a 20% premium over the
volume-weighted-average-price of the Company's common stock over the 10 trading
days preceding the execution date of the Stock Purchase Agreement.

Pursuant to the Stock Purchase Agreement, subject to certain exceptions,
Novartis may not sell the Shares without the Company's approval for a period of
two years following the Effective Date (the "Holding Period"). In addition, for
a period of two years following the Effective Date, Novartis and its affiliates
may not (a) effect or otherwise participate in, directly or indirectly, any
acquisition of any securities or material assets of the Company, any tender
offer or exchange offer, merger or other business combination or change of
control involving the Company, any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company, or
any solicitation of proxies or consents to vote any securities of the Company or
(b) act with any other person, or publicly disclose any intention, to do any of
the foregoing. The Stock Purchase Agreement also contains customary
representations, warranties, and covenants of each of the Company and Novartis.

On the Effective Date, the Company and Novartis also entered into a registration
rights agreement (the "Registration Rights Agreement") pursuant to which the
Company has agreed, within the time periods specified in the Registration Rights
Agreement, to register the resale of the Shares on a registration statement to
be filed with the Securities and Exchange Commission (the "SEC"). The
Registration Rights Agreement contains customary indemnification provisions, and
all registration rights terminate in their entirety effective on the first date
on which there cease to be any Registrable Securities (as defined in the
Registration Rights Agreement) outstanding.

The foregoing descriptions of the Collaboration and License Agreement, the Stock
Purchase Agreement and the Registration Rights Agreement do not purport to be
. . .


Section 3.02. Unrecorded sales of Equity securities.

The description of the Stock Purchase Agreement and the issuance and sale of the
Shares thereunder set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Shares were offered and sold to Novartis in a private
placement that is exempt from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act").


Section 7.01. FD Regulation Disclosure.

On June 21, 2022, the Company issued a press release announcing the collaboration and license agreement with Novartis. A copy of this press release is provided as Exhibit 99.1 to this Current Report on Form 8-K.

As described in the accompanying press release, the Company will be hosting a
conference call and webcast on June 22, 2022 at 8:00 a.m., Eastern Time, to
discuss the collaboration with Novartis. Access to the live webcast and the
accompanying presentation materials will be available in the "Investors" portion
of the Company's website at https://investor.precisionbiosciences.com.

The information contained in this Item 7.01 (including Exhibit 99.1) is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it deemed to be
incorporated by reference in any filing of the Company under the Securities Act
or the Exchange Act, except as expressly set forth by specific reference in such
filing.

Forward-Looking Statements

Statements in this Current Report on Form 8-K regarding management's future
expectations, beliefs, intentions, goals, strategies, plans or prospects are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including but not limited to statements regarding
activities and obligations under the
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Collaboration and License Agreement, statements regarding the expected benefits
of and potential treatment options that may result, expectations about
achievement of key milestones, the expected payments pursuant to and
satisfaction of obligations under the Collaboration and License Agreement, Stock
Purchase Agreement and Registration Rights Agreement, and the projected cash
runway. Forward-looking statements may be identified by words such as
"anticipates," "believe," "continue," "expect," "intend," "may," "plan to,"
"potential," "projects," "will," and other similar words or expressions, or the
negative of these words or similar words or expressions. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors, including, without limitation, the risks referred to under the section
"Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2022, as such factors may be updated from time to time in
the Company's other filings with the SEC, which filings are accessible on the
SEC's website at www.sec.gov. All forward-looking statements speak only as of
the date of this Current Report on Form 8-K, and except as required by
applicable law, the Company has no obligation to update or revise any
forward-looking statements contained herein, whether as a result of any new
information, future events, changed circumstances or otherwise.


Item 9.01. Financial statements and supporting documents.

             (d)                          Exhibits

            Exhibit
              No.                                                                                               Description

10.1*                                                                                                             Collaboration and License Agreement,

date June 14, 2022by and between

                                                                                                                Precision BioSciences, Inc. and Novartis Pharma AG.

10.2*                                                                                                             Stock Purchase Agreement, dated June

14, 2022, by and between Precision

                                                                                                                BioSciences, Inc. and Novartis Pharma AG.

10.3                                                                                                              Registration Rights Agreement, dated

June 15, 2022by and between

                                                                                                                Precision BioSciences, Inc. and Novartis Pharma AG.

99.1                                                                                                              Press Release of Precision

BioSciences, Inc.date June 21, 2022.

104                                                                                                             Cover Page Interactive Data File 

(embedded in the Inline XBRL document)

*Portions of this exhibit have been omitted in accordance with SK Rule 601(b)(10)(iv).

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