APPLIED GENETIC TECHNOLOGIES CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-01: Form 8-K; Period of report 2022-11-30; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2022-11-29: Form 8-K; Period of report 2022-11-29; Description 8.01 Other Events; Details 8.01.
- 2022-11-23: Form 8-K; Period of report 2022-11-22; Description 8.01 Other Events; Details 8.01.
- 2022-10-24: Form 8-K; Period of report 2022-10-23; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-01 | 8-K | 2022-11-30 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On December 1, 2022, in connection with the consummation of the Merger, the Company terminated the Loan and Security Agreement, dated as of June 30, 2020, by and among the Company, the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the “Lenders”), and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and the Lenders, as amended on May 13, 2021 (the “Loan Agreement”), and terminated all commitments under the Loan Agreement and repaid in full all obligations under the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), other than any other obligations which, by the express terms of the Loan Agreement and the other Loan Documents, survive the termination of the Loan Agreement and the other Loan Documents and the repayment in full of the obligations. 2.01 The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 On November 30, 2022, the Company (a) notified Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger and (b) requested that Nasdaq (i) suspend trading of the Common Stock effective prior to the opening of Nasdaq on December 1, 2022, and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information contained in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 5.03 Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time. | d384471d8k.htm |
| 2022-11-29 | 8-K | 2022-11-29 | 8.01 Other Events | 8.01 On November 29, 2022, Applied Genetic Technologies Corporation issued a press release entitled “Syncona Limited Portfolio Company Extends Tender Offer to Acquire Applied Genetic Technologies Corporation.” A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. | d618211d8k.htm |
| 2022-11-23 | 8-K | 2022-11-22 | 8.01 Other Events | 8.01 On November 22, 2022, Applied Genetic Technologies Corporation issued a press release entitled “*REMINDER* AGTC Urges Shareholders to Tender Their Shares by November 28, 2022 *REMINDER*.” A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. | d370472d8k.htm |
| 2022-10-24 | 8-K | 2022-10-23 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On October 23, 2022, Applied Genetics Technology Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (the “Parent”), and Alliance Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”). 5.03 On October 23, 2022, the Board approved an amendment to the Company’s Amended and Restated Bylaws, effective on that date, to provide that unless the Company consents in writing to an alternative forum, (a) the Court of Chancery of the State of Delaware, to the fullest extent permitted by the applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or stockholder of the Company to the Company or the Company’s stockholders and (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the General Corporation Law of the State of Delaware or the certificate of incorporation or by-laws of the Company and (b) the federal district court for the District of Delaware will be the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, as amended. 8.01 On October 23, 2022, the Company issued a press release announcing its entry into the Merger Agreement. | d371149d8k.htm |
| 2022-08-26 | 8-K | 2022-08-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 23, 2022, the Board of Directors of Applied Genetic Technologies Corporation (the “Company”) approved the bonus payment for the fiscal year ended June 30, 2022 and salary change for the fiscal year ending June 30, 2023 for the Company’s Chief Executive Officer, which are set forth in the following table. | d368344d8k.htm |
| 2022-08-12 | 8-K | 2022-08-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 8, 2022, the Compensation Committee of the Board of Directors of Applied Genetic Technologies Corporation (the “Company”) approved bonus payments for the fiscal year ended June 30, 2022 and salary changes for the fiscal year ending June 30, 2023 for certain of the Company’s executive officers. | d362289d8k.htm |
| 2022-07-14 | 8-K | 2022-07-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into Material Definitive Agreement. 8.01 On July 12, 2022, the Company issued a press release announcing the commencement of the Offering. | d240412d8k.htm |
| 2022-06-10 | 8-K | 2022-06-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 7, 2022, Applied Genetic Technologies Corporation (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market, as set forth in Listing Rule 5450(a)(1). | d361716d8k.htm |
| 2022-05-16 | 8-K | 2022-05-16 | 7.01 Regulation FD Disclosure | 7.01 On May 16, 2022, Applied Genetic Technologies Corporation (the “Company”) issued a press release reporting three-month interim data from its ongoing Phase 2 Skyline trial of AGTC-501, a recombinant AAV viral vector-based gene therapy targeting mutations in the RPGR gene in patients with X-linked retinitis pigmentosa (XLRP). | d358441d8k.htm |
| 2022-05-09 | 8-K | 2022-05-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into Material Definitive Agreement. | d325391d8k.htm |
| 2022-03-23 | 8-K | 2022-03-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into Material Definitive Agreement. 8.01 On March 21, 2022, the Company issued a press release announcing the commencement of the Offering. | d326473d8k.htm |
| 2022-03-02 | 8-K | 2022-02-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 25, 2022, Ivana Magovcevic-Liebisch notified us that she was resigning from our board of directors and each committee of which she was a member effective March 9, 2022. | d300703d8k.htm |
| 2022-02-14 | 8-K | 2022-02-14 | 2.02 Results of Operations and Financial Condition | 2.02 The information in the press release attached hereto as Exhibit 99.1 is intended to be 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 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. | d291859d8k.htm |
| 2022-02-08 | 8-K | 2022-02-08 | 7.01 Regulation FD Disclosure | 7.01 On February 8, 2022, Applied Genetic Technologies Corporation (the “Company”) issued a press release reporting updated interim results from its ongoing Phase 1/2 dose escalation studies for Achromatopsia (ACHM). | d306517d8k.htm |
| 2022-01-11 | 8-K | 2022-01-11 | 8.01 Other Events | 8.01 On January 11, 2022, Applied Genetic Technologies Corporation issued a press release announcing updated information regarding its ongoing X-linked retinitis pigmentosa (XLRP) clinical trials. | d243906d8k.htm |