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Our principal executive offices are located at Arsenal Way, Watertown, MA , and our telephone number is Our website address is www. The information on, or that can be accessed through, our website is not part of this prospectus. We have included our website address as an inactive textual reference only. Common stock offered by the selling stockholders.
Up to 3,, shares 1. Common stock outstanding after this offering. Terms of the offering. Use of proceeds. We will not receive any of the proceeds from the sale of the shares of common stock being offered under this prospectus. We may, however, receive proceeds from the warrant issued to one of the selling stockholders in the event such warrant is exercised for cash. Risk factors. Investment in any securities offered pursuant to this prospectus involves risks.
Each of the risks described in these headings could adversely affect our business, financial condition, results of operations and prospects, and could result in a complete loss of your investment. We will not receive any of the proceeds from the sale of shares of our common stock in this offering.
The selling stockholders will receive all of the proceeds from this offering. Throughout this prospectus, when we refer to the Securities Purchase Agreements, we are referring to the Securities Purchase Agreement together with the Springer Securities Purchase Agreement. This prospectus covers the resale or other disposition by the selling stockholders or their transferees of up to the total number of shares of common stock issued to the selling stockholders pursuant to the Securities Purchase Agreements or issuable upon exercise of the warrant sold pursuant to the Springer Securities Purchase Agreement.
Throughout this prospectus, when we refer to the selling stockholders in this prospectus, we are referring to the purchasers under the Securities Purchase Agreements. Except as otherwise disclosed herein, the selling stockholders do not have, and within the past three years has not had, any position, office or other material relationship with us.
The following table sets forth the name of the selling stockholders, the number of shares owned by the selling stockholders, the number of shares that may be offered under this prospectus and the number of shares of our common stock owned by the selling stockholder assuming all of the shares registered for resale hereby are sold. The selling stockholders may sell some, all or none of their shares.
We do not know how long the selling stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling stockholders. The information set forth below is based upon information obtained from the selling stockholders in connection with the Private Placement.
Timothy A. Springer, Ph. Baker Brothers Life Sciences, L. Biomedical Value Fund, L. Springer disclaims beneficial ownership of the shares held by TAS and Leukon. Each of TAS and Leukon disclaim beneficial ownership of the shares held by the other. Joseph E. Advisors LP is the investment adviser to , L. Julian C. Baker and Felix J.
Baker are the managing partners of Baker Bros. Advisors LP and may be deemed to be beneficial owners of securities of the Issuer directly held by and BBLS and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities. Baker Bros. Advisors LP, Julian C. Baker disclaim beneficial ownership of the securities held directly by and BBLS, except to the extent of their pecuniary interest.
The address for Baker Bros. Advisors LP is Madison Ave. Michael Kazma is the managing member of both ACM. Each of Dr. Jeffrey R. Jay, M. Each of Great Point, Dr. Jay and Mr. Kroin disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. Relationship with the Selling Stockholders.
Registration Rights Agreement. We have also agreed, among other things, to indemnify the selling stockholders and their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and to pay all fees and expenses excluding any legal fees of the selling holder s , and any underwriting discounts and selling commissions incident to our obligations under the Registration Rights Agreement.
The selling stockholders and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may use one or more of the following methods when disposing of the shares or interests therein:. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales.
Broker-dealers may receive commissions or discounts from the selling stockholders or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.
The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of the shares of common stock or interests in shares of common stock, the selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume.
The selling stockholders may also sell shares of common stock short after the effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus as supplemented or amended to reflect such transaction.
The selling stockholders, including Dr. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of , as amended, during such time as they may be engaged in a distribution of the shares.
The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. We are required to pay all fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can request copies of these documents by writing to the SEC and paying a fee for the copying costs. In addition, we maintain a website that contains information about us at www. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to the SEC.
This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus regarding us and our common stock, including certain exhibits and schedules. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to, or incorporated by reference in, the registration statement.
This means that we can disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is considered to be part of this prospectus. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:.
These documents may also be accessed on our website at www. Except as otherwise specifically incorporated by reference in this prospectus, information contained in, or accessible through, our website is not a part of this prospectus. Created with Highcharts 8. Blackthorn Therapeutics, Inc. Genocea Biosciences, Inc. Additional Positions. Founding Partner Polaris Partners.
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