Item 1.02. |
Termination of a Material Definitive Agreement. |
As previously disclosed, on December 10, 2021, Frequency Therapeutics, Inc. (the Company or Frequency) entered into an Equity
Distribution Agreement (the Sales Agreement) with Oppenheimer & Co. Inc. (Oppenheimer) to sell shares of the Companys common stock, par value $0.001 per share (the Common Stock), for aggregate
gross sales proceeds of up to $125.0 million, from time to time, through an at the market equity offering program, with Oppenheimer acting as sales agent.
On September 26, 2023, the Company delivered written notice to Oppenheimer of termination of the Sales Agreement pursuant to Section 11(b) thereof,
effective immediately. The Company is not subject to any termination penalties related to the termination of the Sales Agreement. As of September 26, 2023, the Company had sold 12,767 shares of Common Stock for net proceeds, after deducting
sales agent commissions, of approximately $50,000.
A copy of the Sales Agreement was filed as Exhibit 1.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2021 (the December 2021 8-K).The description of the 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 Sales Agreement filed as Exhibit 1.1 to the December 2021 8-K.
As previously reported, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (Nasdaq)
on March 28, 2023 indicating that, based on the closing bid price for the last 30 consecutive business days, the Company was not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Select
Market, as set forth in Nasdaq Listing Rule 5450(a)(1) (the Bid Price Rule). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until September 25, 2023 (the
Initial Compliance Date), to regain compliance with the Bid Price Rule.
On September 12, 2023, the Company applied to transfer the
listing of the Common Stock from the Nasdaq Global Select Market to the Nasdaq Capital Market (the Transfer). On September 26, 2023, Nasdaq notified the Company that the Transfer was approved and that, in connection with the
Transfer, the Company had an additional 180 calendar day period, or until March 25, 2024 (the Extended Compliance Date), to regain compliance with the Bid Price Rule. The Transfer will become effective at the opening of business on
September 28, 2023. The Common Stock will continue to trade under the symbol FREQ. The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as The Nasdaq Global Select Market, and
listed companies must meet certain financial requirements and comply with Nasdaqs corporate governance requirements.
The Company intends to
continue to monitor the closing bid price of the Common Stock and plans to effect a reverse stock split to regain compliance with the Bid Price Rule. There can be no assurance that the Company will be able to regain compliance with the Bid Price
Rule or will otherwise be in compliance with other Nasdaq listing criteria.
Important Information about the Merger and Where to Find It
This Current Report on Form 8-K (the Current Report) relates to a proposed transaction
between Frequency and Korro Bio. In connection with the proposed transaction, Frequency has filed with the Securities and Exchange Commission (the SEC) a registration statement on
Form S-4 that includes a proxy statement of Frequency and that constitutes a prospectus with respect to shares of Frequencys common stock to be issued in the proposed transaction (the
Proxy Statement/Prospectus). Frequency may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which
Frequency may file with the SEC. INVESTORS, KORRO BIO STOCKHOLDERS AND FREQUENCY STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY FREQUENCY WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors, Korro Bio stockholders and Frequency stockholders
will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about Frequency, Korro Bio and the proposed transaction that are or will be filed with the SEC by
Frequency through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Frequency will also be available free of charge on Frequencys website at https://frequencytx.gcs-web.com/sec-filings or by
contacting Frequencys investor relations department by email at investorrelations@frequencytx.com.
No Offer or Solicitation
This Current Report is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Frequency and certain
of its directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Frequency stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to Frequencys stockholders in connection with the proposed transaction is set forth in the Proxy Statement/Prospectus on Form S-4 for the
proposed transaction, which has been filed with the SEC by Frequency. Investors and security holders of Korro Bio and Frequency are urged to read the Proxy Statement/Prospectus and other relevant documents that are or will be filed with the SEC by
Frequency carefully and in their entirety because they contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other
documents containing important information about Korro Bio and Frequency through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Frequency can be obtained free of charge by directing a written request
to Frequency Therapeutics, Inc., 75 Hayden Avenue, Suite 300 Lexington, MA 02421.