UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No.__)1
Applied Molecular Technologies Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
03824M109
(CUSIP Number)
Jed Clark
General Counsel and CCO,
EPIQ Capital Group,
1 Lombard Street, Suite 200
San Francisco, California 94111
(415) 684-7081
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| EPQ LLC, AMT PS | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☑ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Delaware | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,149,292 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,149,292 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,149,292 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 6.3%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
*The calculation of percent ownership is based on 34,050,264 shares outstanding as described in the Issuer’s Form S-1/A filed with the Securities and Exchange Commission on June 1, 2020 and the Issuer’s Form S-1MEF filed with the Securities and Exchange Commission on June 4, 2020.
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| EPQ LLC, AMTB PS | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☑ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Delaware | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 3,394,948 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 3,394,948 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 3,394,948 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 10.0%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| EPQ LLC, AMTC PS | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☑ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Delaware | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,500,000 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,500,000 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,500,000 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.3%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| EPIQ Capital Group, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☑ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| Delaware | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 0 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 8,044,240 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 0 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 8,044,240 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 8,044,240 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 23.6%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IA | |||||||||||||||||||
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Chad Boeding | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☑ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF, PF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| United States | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 220,000 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 8,044,240 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 220,000 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 8,044,240 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 8,264,240 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 24.3%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| Item 1. | Security and Issuer. |
This Statement on Schedule 13D relates to shares of Common Stock (the “Common Stock”) of Applied Molecular Transport Inc. (the “Company”). The address of the Company’s principal executive office is 1 Tower Place, Suite 850, South San Francisco, CA 94080, and its telephone number is (650) 392-0420. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2. | Identity and Background. |
(a)-(c). This statement is being filed by the following persons: EPQ LLC, AMT PS a series in a Delaware limited liability company (“AMT PS”), EPQ LLC, AMTB PS, a series in a Delaware limited liability company (“AMTB PS”), EPQ LLC, AMTC PS, a series in a Delaware limited liability company (“AMTC PS”), EPIQ Capital Group, LLC, a California limited liability company (“EPIQ”) and Chad Boeding.
EPIQ is the Managing Member of each of AMT PS, AMTB PS and AMTC PS. Mr. Boeding is the Manager of EPIQ.
AMT PS, AMTB PS, AMTC PS and Mr. Boeding are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The principal business of each of the Reporting Persons is c/o EPIQ Capital Group, LLC, 1 Lombard Street, Suite 200, San Francisco, California 94111.
The shares to which this Schedule 13D relates are owned directly by each of AMT PS, AMTB PS, AMTC PS and Mr. Boeding.
(d)-(e). During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f). Each of AMT PS, AMTB PS and AMTC PS is a series in a Delaware limited liability company. EPIQ is a California limited liability company. Mr. Boeding is a citizen of the United States of America.
| Item 3. | Source or Amount of Funds or Other Consideration. |
In September 2018, AMT PS purchased 2,149,292 shares of the Issuer’s Series B Preferred Stock for an aggregate purchase price of $16,699,998.84. In September 2019, AMTB PS purchased 2,719,288 shares of the Issuer’s Series C Preferred Stock for an aggregate purchase price of $23,684,998.48. In October 2019, AMTB PS purchased an additional 675,660 shares of the Issuer’s Series C Preferred Stock for an aggregate purchase price of $5,884,998.60.
Immediately prior to the completion of the Issuer’s initial public offering on June 5, 2020, all outstanding shares of Series B Preferred Stock and Series C Preferred Stock were automatically converted into shares of the Issuer’s Common Stock resulting in AMT PS holding 2,149,292 shares of Common Stock and AMTC PS holding 3,394,948 of Common Stock.
In connection with the initial public offering on June 5, 2020, AMTC PS purchased 2,500,000 shares of the Issuer’s Common Stock for an aggregate purchase price of $35,000,000 and Mr. Boeding purchased 220,000 shares of the Issuer’s Common Stock for an aggregate purchase price of $3,080,000.
| Item 4. | Purpose of Transaction. |
Each of AMT PS, AMTB PS, AMTC PS and Mr. Boeding acquired the shares of Common Stock for investment in the ordinary course of business, as it believed that such shares represented an attractive investment opportunity. As described in Item 3, each of AMT PS and AMTB PS initially invested in the Company prior to the Company’s initial public offering.
As may be appropriate from time to time, the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to their investment in the Company, including, without limitation: (a) the acquisition or disposition of Common Stock, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the Company; (f) other material changes in the Company’s business or corporate structure; (g) changes in the Company’s certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Company by any person; (h) causing any class of the Company’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in Item 6 and this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock, dispose of some or all of the shares of Common Stock that it may own from time to time, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing.
The Reporting Persons intend to review their investment in the Company from time to time on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company’s stock in particular, as well as other developments.
| Item 5. | Interest in Securities of the Issuer. |
(a) and (b) AMT PS directly owns 2,149,292 shares of the Issuer’s Common Stock, representing approximately 6.3% of the outstanding shares. AMTB PS directly owns 3,394,948 shares of the Issuer’s Common stock, representing approximately 10.0% of the outstanding shares. AMTC PS directly owns 2,500,000 shares of the Issuer’s Common Stock, representing approximately 7.3% of the outstanding shares. Mr. Boeding directly owns 220,000 shares of the Issuer’s Common Stock, representing approximately 0.6% of the outstanding shares.
EPIQ, in its capacity as the Managing Member of AMT PS, AMTB PS and AMTC PS, may be deemed to beneficially own all of the shares of Common Stock owned by AMT PS, AMTB PS and AMTC PS, consisting of 8,044,240 shares, representing approximately 23.6% of the outstanding shares. Mr. Boeding, by virtue of being the Manager of EPIQ, may be deemed to beneficially own all of the shares of Common Stock that may be deemed to be beneficially owned by EPIQ, which when added to his direct ownership consists of 8,264,240 shares of Common Stock, represented approximately 24.3% of the outstanding shares. The foregoing calculation of percent ownership is based on 34,050,264 shares outstanding as described in the Issuer’s Form S-1/A filed with the Securities and Exchange Commission on June 1, 2020 and the Issuer’s Form S-1MEF filed with the Securities and Exchange Commission on June 4, 2020.
(c) The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 5(c).
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Item 3 and Item 4 hereof is hereby incorporated by reference into this Item 6.
Each of AMT PS and AMTB PS entered into a lock-up” agreement in connection with the Company’s initial public offering pursuant to which it has agreed not to directly or indirectly offer, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock without the consent of each of BofA Securites, Inc., Jefferies LLC, and SVB Leerink LLC, the representatives of the underwriters, for a period of 180 days from the date of the initial public offering.
Each of AMT PS and AMTB PS has entered into an Investors’ Rights Agreement with the Company dates as of September 30, 2019 pursuant to which the rights of each of AMT PS and AMTB PS to request registration or inclusion in any registration shall terminate three years after the date of the Investors’ Rights Agreement.
Except as referenced above or described in Item 3 and Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Company.
| Item 7. | Material to be Filed as Exhibits. |
99.1: Joint Filing Agreement, dated as of June 18, 2020, by and among the Reporting Persons
99.2: Lock-Up Agreement, dated as of February 10, 2020, by AMT PS.
99.3: Lock-Up Agreement, dated as of February 10, 2020, by AMTB PS.
99.4: Second Amended and Restated Investors’ Rights Agreement, dated as of September 30, 2019, by and between the Company and the other parties listed thereto (incorporated by reference to Exhibit 4.1 of the Form S-1/A filed by the Issuer with the SEC on June 1, 2020.)
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 18, 2020
| EPQ LLC, AMT PS | |||
| By: | EPIQ Capital Group, LLC its Managing Member | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| EPQ LLC, AMTB PS | |||
| By: | EPIQ Capital Group, LLC its Managing Member | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| EPQ LLC, AMTC PS | |||
| By: | EPIQ Capital Group, LLC its Managing Member | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| EPIQ Capital Group, LLC | |||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
Lock-Up Agreement
February 10, 2020
BofA Securities, Inc. Jefferies LLC
SVB Leerink LLC
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
c/o SVB Leerink LLC
One Federal Street, 37th Floor
Boston, Massachusetts 02110
Re: Proposed Public Offering by Applied Molecular Transport Inc.
Dear Sirs:
The undersigned, a stockholder, an officer and/or director of Applied Molecular Transport Inc., a Delaware corporation (the "Company"), understands that BofA Securities, Inc. ("BofA"), Jefferies LLC ("Jefferies") and SVB Leerink LLC ("SVB Leerink" and together with BofA and Jefferies, the "Representatives") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with the Company providing for the public offering (the "Public Offering") of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the "Lock-up Period"), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the "Lock-Up Securities"), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer directed securities the undersigned may purchase in the Public Offering.
If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or dispose of the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) in the case of any transfer pursuant to (i) through (vii) and (x) below, the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) in the case of any transfer pursuant to (i) through (vii) below, such transfer shall not involve a disposition for value, (3) in the case of any transfers pursuant to (i) through (vii) and (ix) below, such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (4) in the case of any transfer pursuant to (viii), (x), (xi) and (xiii), if the undersigned is required to file a report under Section 16 of the Exchange Act reporting a change in beneficial ownership of shares in Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer relates to the circumstances described in the applicable clause; and (5) in the case of any transfer pursuant to (i) through (xi) and (xiii) below, the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
(i) as a bona fide gift or gifts, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin);
(iii) by will or intestacy;
(iv) to any immediate family;
(v) if the undersigned is a trust, to the trustor, trustee or beneficiary of such trust or to the estate of a beneficiary of such trust;
(vi) to a corporation, partnership, limited liability company or other entity of which the undersigned or any immediate family member is the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity or non-natural person, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned (including, for the avoidance of doubt any wholly-owned direct or indirect subsidiary of the undersigned or to the immediate or indirect parent entity of the undersigned), or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or other disposition by the undersigned to its stockholders, partners, members or other equity holders;
(viii)transfers of Lock-Up Securities to the Company pursuant to any contractual arrangement that provides the Company with an option to repurchase such shares of Common Stock in the event the undersigned ceases to provide services to the Company, provided that such contractual arrangement is disclosed in the Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission;
(ix) that the undersigned may purchase in open market transactions on or after the date set forth on the cover of the final prospectus relating to the Public Offering (the "Prospectus");
(x) by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement;
(xi) to the Company (A) in connection with the "net" or "cashless" exercise of options or other rights to purchase the Lock-Up Securities from the Company (including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of such exercise) and (B) in connection with the vesting or settlement of restricted stock units, for the payment of tax withholdings or remittance payments due as a result of the vesting or settlement of such restricted stock units, in all such cases, pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, provided that any Common Stock received as a result of such exercise, vesting or settlement shall remain subject to the terms of this letter;
(xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company's capital stock involving change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned's Common Stock shall remain subject to the provisions of this letter (for the purposes of this letter, "change of control" means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any "person" (as defined in Section 13(d)(3) of the Exchange Act, or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting share capital of the Company); and
(xiii) pursuant to the conversion or reclassification of the outstanding preferred stock into Common Stock as disclosed in the Prospectus, provided that any such Common Stock received upon such conversion shall be subject to the terms of this letter.
Nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act ("10b5-1 trading plan")so long as each such plan does not permit sales of Lock-Up Securities during the Lock-Up Period; and provided that the establishment of a 10b5-1 trading plan or the amendment of a 10b5-1 trading plan shall only be permitted if (i) the establishment of such plan is not required to be reported in any public report or filing with the SEC, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment of such plan during the Lock-up Period.
Furthermore, notwithstanding the restrictions imposed by this lock-up agreement, the terms of this lock-up agreement shall not apply to, restrict or prohibit, and the undersigned may, without the prior written consent of the Representatives, exercise or settle on a cash basis any option or restricted stock unit to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company disclosed in the Prospectus, provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this lock-up agreement, and provided further that any required filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph and no other filing or public announcement shall be required or shall be made voluntarily in connection with such exercise or settlement.
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
With respect to the Public Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of the Lock-Up Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering.
This letter (and for the avoidance of doubt, the Lock-Up Period described herein) and related restrictions shall automatically terminate upon the earliest to occur, if any, of (i) either the Company, on the one hand, or the Representatives, on the other hand, advising the other in writing that it has determined not to proceed with the Public Offering, (ii) the termination of the Underwriting Agreement following execution of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to payment for and delivery of the shares of Common Stock to be sold thereunder, (iii) the Company filing an application with the Securities and Exchange Commission to withdraw the registration statement related to the Public Offering or (iv) December 31, 2020, if the Underwriting Agreement has not been executed by such date (provided, that the Company may by written notice to the undersigned prior to such date extend such date for a period of up to an additional three months).
This letter may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This letter and any claim, controversy or dispute arising under or related to this lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
[Signature page follows]
Very truly yours,
EPQ LLC, AMT PS
Name of Security Holder (Print exact name)
By: /s/ Chad Boeding
If not signing in an individual capacity:
Chad Boeding
Name of Authorized Signatory (Print)
CEO
Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)
[Signature page to Lock-Up Agreement]
Lock-Up Agreement
February 10, 2020
BofA Securities, Inc. Jefferies LLC
SVB Leerink LLC
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
c/o SVB Leerink LLC
One Federal Street, 37th Floor
Boston, Massachusetts 02110
Re: Proposed Public Offering by Applied Molecular Transport Inc.
Dear Sirs:
The undersigned, a stockholder, an officer and/or director of Applied Molecular Transport Inc., a Delaware corporation (the "Company"), understands that BofA Securities, Inc. ("BofA"), Jefferies LLC ("Jefferies") and SVB Leerink LLC ("SVB Leerink" and together with BofA and Jefferies, the "Representatives") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with the Company providing for the public offering (the "Public Offering") of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the "Lock-up Period"), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the "Lock-Up Securities"), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer directed securities the undersigned may purchase in the Public Offering.
If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or dispose of the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) in the case of any transfer pursuant to (i) through (vii) and (x) below, the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) in the case of any transfer pursuant to (i) through (vii) below, such transfer shall not involve a disposition for value, (3) in the case of any transfers pursuant to (i) through (vii) and (ix) below, such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (4) in the case of any transfer pursuant to (viii), (x), (xi) and (xiii), if the undersigned is required to file a report under Section 16 of the Exchange Act reporting a change in beneficial ownership of shares in Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer relates to the circumstances described in the applicable clause; and (5) in the case of any transfer pursuant to (i) through (xi) and (xiii) below, the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
(i) as a bona fide gift or gifts, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin);
(iii) by will or intestacy;
(iv) to any immediate family;
(v) if the undersigned is a trust, to the trustor, trustee or beneficiary of such trust or to the estate of a beneficiary of such trust;
(vi) to a corporation, partnership, limited liability company or other entity of which the undersigned or any immediate family member is the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity or non-natural person, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned (including, for the avoidance of doubt any wholly-owned direct or indirect subsidiary of the undersigned or to the immediate or indirect parent entity of the undersigned), or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or other disposition by the undersigned to its stockholders, partners, members or other equity holders;
(viii)transfers of Lock-Up Securities to the Company pursuant to any contractual arrangement that provides the Company with an option to repurchase such shares of Common Stock in the event the undersigned ceases to provide services to the Company, provided that such contractual arrangement is disclosed in the Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission;
(ix) that the undersigned may purchase in open market transactions on or after the date set forth on the cover of the final prospectus relating to the Public Offering (the "Prospectus");
(x) by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement;
(xi) to the Company (A) in connection with the "net" or "cashless" exercise of options or other rights to purchase the Lock-Up Securities from the Company (including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of such exercise) and (B) in connection with the vesting or settlement of restricted stock units, for the payment of tax withholdings or remittance payments due as a result of the vesting or settlement of such restricted stock units, in all such cases, pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, provided that any Common Stock received as a result of such exercise, vesting or settlement shall remain subject to the terms of this letter;
(xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company's capital stock involving change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned's Common Stock shall remain subject to the provisions of this letter (for the purposes of this letter, "change of control" means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any "person" (as defined in Section 13(d)(3) of the Exchange Act, or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting share capital of the Company); and
(xiii) pursuant to the conversion or reclassification of the outstanding preferred stock into Common Stock as disclosed in the Prospectus, provided that any such Common Stock received upon such conversion shall be subject to the terms of this letter.
Nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act ("10b5-1 trading plan")so long as each such plan does not permit sales of Lock-Up Securities during the Lock-Up Period; and provided that the establishment of a 10b5-1 trading plan or the amendment of a 10b5-1 trading plan shall only be permitted if (i) the establishment of such plan is not required to be reported in any public report or filing with the SEC, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment of such plan during the Lock-up Period.
Furthermore, notwithstanding the restrictions imposed by this lock-up agreement, the terms of this lock-up agreement shall not apply to, restrict or prohibit, and the undersigned may, without the prior written consent of the Representatives, exercise or settle on a cash basis any option or restricted stock unit to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company disclosed in the Prospectus, provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this lock-up agreement, and provided further that any required filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph and no other filing or public announcement shall be required or shall be made voluntarily in connection with such exercise or settlement.
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
With respect to the Public Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of the Lock-Up Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering.
This letter (and for the avoidance of doubt, the Lock-Up Period described herein) and related restrictions shall automatically terminate upon the earliest to occur, if any, of (i) either the Company, on the one hand, or the Representatives, on the other hand, advising the other in writing that it has determined not to proceed with the Public Offering, (ii) the termination of the Underwriting Agreement following execution of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to payment for and delivery of the shares of Common Stock to be sold thereunder, (iii) the Company filing an application with the Securities and Exchange Commission to withdraw the registration statement related to the Public Offering or (iv) December 31, 2020, if the Underwriting Agreement has not been executed by such date (provided, that the Company may by written notice to the undersigned prior to such date extend such date for a period of up to an additional three months).
This letter may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This letter and any claim, controversy or dispute arising under or related to this lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
[Signature page follows]
Very truly yours,
EPQ LLC, AMTB PS
Name of Security Holder (Print exact name)
By: /s/ Chad Boeding
If not signing in an individual capacity:
Chad Boeding
Name of Authorized Signatory (Print)
CEO
Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)
[Signature page to Lock-Up Agreement]
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement effective as of June 18, 2010.
| EPQ LLC, AMT PS | |||
| By: | EPIQ Capital Group, LLC its Managing Member | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| EPQ LLC, AMTB PS | |||
| By: | EPIQ Capital Group, LLC its Managing Member | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| EPQ LLC, AMTC PS | |||
| By: | EPIQ Capital Group, LLC its Managing Member | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| EPIQ Capital Group, LLC | |||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||
| Title: | Manager | ||
| By: |
/s/ Chad Boeding | ||
| Name: | Chad Boeding | ||