FATE THERAPEUTICS INC NASDAQ false 0001434316 --12-31 0001434316 2024-06-07 2024-06-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2024

 

 

FATE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36076   65-1311552

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

12278 Scripps Summit Dr.

San Diego, CA

  92131
(Address of principal executive offices)   (Zip Code)

(858) 875-1800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   FATE   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 7, 2024, upon the recommendation of the board of directors (the “Board”) of Fate Therapeutics, Inc. (the “Company”), the stockholders of the Company voted to approve the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate Amendment”) which would amend the Company’s existing certificate of incorporation to allow for the exculpation of certain of the Company’s officers. The Certificate Amendment was approved, subject to stockholder approval, by the Board in February 2024, and was approved by stockholders on June 7, 2024 at the Annual Meeting. The Certificate Amendment became effective upon filing with the Delaware Secretary of State on June 7, 2024. A copy of the Certificate Amendment is filed as Exhibit 3.1 hereto and is incorporated in this Item 5.03 by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
  

Exhibit Description

3.1*    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith.


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 thereunto duly authorized.

 

    Fate Therapeutics, Inc.
Date: June 10, 2024     By:  

/s/ J. Scott Wolchko

    Name:   J. Scott Wolchko
    Title:   President and Chief Executive Officer