On July 29, 2022, Shattuck Labs, Inc. (the "Company") reported that it entered into a sales agreement (the "Sales Agreement") with SVB Securities LLC (the "Agent"), pursuant to which the Company may offer and sell from time to time shares of the Company’s common stock, $0.0001 par value per share (the "Shares"), through the Agent (Filing, 8-K, Shattuck Labs, JUL 29, 2022, View Source [SID1234617136]). The offering and sale of up to $75,000,000 of the Shares has been registered under the Securities Act of 1933, as amended, (the "Securities Act") pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-263553) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission ("SEC") on March 15, 2022 and declared effective by the SEC on July 29, 2022, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on July 29, 2022.

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Sales of the Shares, if any, pursuant to the Sales Agreement may be made in sales deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market or on any other existing trading market for our common stock. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company intends to use the proceeds of the offering for pipeline development, working capital, and other general corporate purposes.

The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of any material adverse effect, or any development that could reasonably be expected to result in a material adverse effect, that, in the judgment of the Agent, may materially impair the ability of the Agent to sell the Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Gibson, Dunn & Crutcher LLP, counsel to the Company, has issued an opinion to the Company, dated July 29, 2022, regarding the validity of the Shares. A copy of the opinion is filed herewith as Exhibit 5.1.

The description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

On July 29, 2022 Daiichi Sankyo reported its Q1 financial results (Presentation, Daiichi Sankyo, JUL 29, 2022, View Source [SID1234618898]).

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On July 29, 2022 AimedBio and GC cell reported to have signed a co-development agreement for a CAR-NK cell therapy drug.

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The contract aims to derive candidates for CAR-NK drugs using AimedBio’s ‘AMB015’ antibodies that bind to cancer-specific proteins.

Through this collaboration, AimedBio hopes to expand their antibody-based therapeutics development area from ADCs to cell therapy.

(Press release, AimedBio, JUL 29, 2022, View Source;s_keyword=&s_where=&start=20 [SID1234656923])

On July 29, 2022 Calliditas Therapeutics AB (publ) reported that it has issued 51,399 ordinary shares as part of the company’s long-term incentive program for certain members of the board of directors issued in 2019, Board LTIP 2019, and converted 5,908,018 class C-shares to 5,908,018 ordinary shares as part of the establishment of the company’s at-the-market program (Press release, Calliditas Therapeutics, JUL 29, 2022, View Source [SID1234617137]). Thus, as of July 29, 2022, the number of shares and votes in the company amounts to 59,157,587 shares and 59,157,587 votes.

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The information in the press release is such that Calliditas Therapeutics AB (publ) is required to disclose pursuant to the Swedish Financial Instruments Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 12:00 CEST on July 29, 2022.

On July 29, 2022, Vericel Corporation (the "Company"), as borrower, reported that entered into a $150 million five-year senior secured revolving credit facility ("the Facility") pursuant to a Senior Secured Revolving Credit Agreement by and among the Company, the lenders party thereto, and J.P. Morgan Chase Bank, N.A., as the administrative agent (the "Revolving Credit Agreement") (Filing, 8-K, Vericel, JUL 29, 2022, View Source [SID1234617283]). J.P. Morgan Chase Bank, N.A. also acted as sole bookrunner and sole lead arranger under the Revolving Credit Agreement.

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Proceeds of the Facility may be used for general corporate purposes, including, without limitation, acquisitions and capital expenditures, and such other uses as permitted under the Revolving Credit Agreement.

Except for certain excluded property as described in the Revolving Credit Agreement, the Facility is secured by a first priority lien on substantially all of the assets of the Company, and includes a $5,000,000 limit for swingline loans. In addition, the Facility includes a $15 million sub-facility for the issuance of letters of credit.

Outstanding borrowings under the Revolving Credit Agreement bear interest, with pricing based from time-to-time at the Company’s election at (i) SOFR plus 0.10% plus a spread ranging from 1.25% to 2.50% as determined by the Company’s total net leverage ratio (as defined in the Revolving Credit Agreement) or (ii) the alternative base rate (as defined in the Revolving Credit Agreement) plus a spread ranging from 0.25% to 1.50% as determined by the Company’s total net leverage ratio. The Revolving Credit Agreement also includes a commitment fee, which ranges from 0.20% to 0.25% as determined by the Company’s total net leverage ratio.

All commitments under the Revolving Credit Agreement shall terminate and the Facility will mature on July 29, 2027.

The Revolving Credit Agreement includes customary affirmative and negative covenants, including financial covenants requiring the Company to maintain a maximum total net leverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

The foregoing summary of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.