UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously reported, on April 2, 2021, Sutro Biopharma, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”), with Jefferies LLC, acting as sales agent (the “Sales Agent”), dated April 2, 2021, pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares of its common stock, par value $0.001 per share (the “Shares”).
To date, the offer and sale of the Shares in the aggregate amount of $70,725,847.70 have been made pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-255014), including the related Sales Agreement prospectus (the “2021 Form S-3 Shelf Registration Statement”), that expires on April 2, 2024.
Further, on November 13, 2023, the Company filed a Registration Statement on Form S-3 (File No. 333-275525) with the SEC which was declared effective on November 21, 2023 (the “2023 Form S-3 Shelf Registration Statement”). On February 9, 2024, the Company filed a prospectus supplement (the “prospectus supplement”) to the 2023 Form S-3 Shelf Registration Statement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to increase the aggregate dollar amount of Shares available to be sold from to time pursuant to the Sales Agreement by $100,000,000 from and including the date hereof. As of the date hereof, the Company may offer up to $29,274,152.30 Shares pursuant to the 2021 Form S-3 Shelf Registration Statement and up to $100,000,000 pursuant to the prospectus supplement
This Current report on Form 8-K includes an opinion related to the Shares that may be sold pursuant to the prospectus supplement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Open Market Sale AgreementSM, dated April 2, 2021, by and between Sutro Biopharma, Inc. and Jefferies LLC. | |
| 5.1 | Opinion of Fenwick & West LLP. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sutro Biopharma, Inc. | ||||||
| Date: February 9, 2024 | By: | /s/ Edward Albini | ||||
| Edward Albini Chief Financial Officer | ||||||