Sutro Biopharma Files 8-K: Material Agreement & Equity Sales

TL;DR

Sutro Biopharma signed a big deal and sold some stock on March 29th. Check the filings.

AI Summary

On March 29, 2024, Sutro Biopharma, Inc. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. This 8-K filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-38662 — SEC File Number (Identifies the company's filing history with the SEC.)
• 47-0926186 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• SUTRO BIOPHARMA, INC. (company) — Registrant
• March 29, 2024 (date) — Date of earliest event reported
• 111 Oyster Point Blvd. South San Francisco , California , 94080 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value STRO The NASDAQ Stock Mar
• $50 million — an upfront license fee in the amount of $50 million within thirty days after the effective
• $25 m — ck (the " Company Share Issuance ") for $25 million, at a price per share representin
• $7 million — Company will receive a payment of up to $7 million and Ipsen is obligated to purchase up t
• $10 million — ligated to purchase up to an additional $10 million in shares of the Company's common stock
• $447 million — eligible to receive up to an additional $447 million in developmental and regulatory milesto
• $360 million — ssuming multiple indications, and up to $360 million in sales milestones as well as tiered r

Filing Documents

• stro-20240329.htm (8-K) — 53KB
• stro-ex99_1.htm (EX-99.1) — 40KB
• img217863751_0.jpg (GRAPHIC) — 3KB
• img217863751_1.jpg (GRAPHIC) — 5KB
• img217863751_2.jpg (GRAPHIC) — 5KB
• 0000950170-24-039736.txt ( ) — 233KB
• stro-20240329.xsd (EX-101.SCH) — 25KB
• stro-20240329_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On March 29, 2024, Sutro Biopharma, Inc. (the " Company ") and Ipsen Pharma SAS (" Ipsen ") entered into an Exclusive License Agreement (the " License Agreement ") pursuant to which the Company will license to Ipsen, on an exclusive basis, the right to research, develop, manufacture and commercialize STRO-003. All capitalized terms herein have the definitions assigned to them in the License Agreement unless otherwise defined herein. In consideration for the rights and licenses granted by the Company to Ipsen in the License Agreement, Ipsen will pay the Company (i) an upfront license fee in the amount of $50 million within thirty days after the effective date of the License Agreement and (ii) Ipsen Biopharmaceuticals, Inc. (USA) (the " Investor "), a fully-owned Affiliate of Ipsen, agreed to purchase 4,827,373 shares of the Company's common stock (the " Company Share Issuance ") for $25 million, at a price per share representing a 17% premium to the volume weighted average price (" VWAP ") of the Company's common stock for the twenty trading day period prior to the parties' execution of the License Agreement, in accordance with the terms set forth in a certain investment agreement by and between the Company and the Investor dated March 29, 2024 (the " Investment Agreement ") and attached as Appendix B to the License Agreement. Further, pursuant to the License Agreement, upon the occurrence of a specified developmental milestone according to a specified timetable, the Company will receive a payment of up to $7 million and Ipsen is obligated to purchase up to an additional $10 million in shares of the Company's common stock at a price per share representing a 17% premium to the VWAP of the Company's common stock for the twenty trading day period prior to such milestone achievement, in accordance with the terms set forth in the Investment Agreement. The Company is also eligible to receive up to an additional $44

02

Item 3.02. Unregistered Sales of Equity Securities The description of the Investment Agreement and the Company Share Issuance thereunder set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Company Share Issuance is being made in a private placement that is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

01

Item 7.01. Regulation FD Disclosure On April 1, 2024, the Company issued a press release announcing the entry into the License Agreement with Ipsen, a copy of which is attached hereto as Exhibit 99.1. The information in this Item 7.01 of this report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (" Exchange Act ") , or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company's entry into the exclusive global licensing agreement with Ipsen and potential benefits of such agreement, including potential future payments thereunder, anticipated preclinical and clinical development activities, potential benefits of luvelta and the Company's other product candidates and platform; potential expansion into other indications and combinations, including the timing and development activities related to such expansion; and potential market opportunities for luvelta and the Company's other product candidates. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company cannot guarantee future events, results, actions, levels of activity, performance or achievements, and the timing and results of biotechnology development and potential regulatory approval is inherently uncertain. Forward-looking statements are subject to risks and uncertainties that may cause the Company's actual activities or

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, regarding the License Agreement, dated April 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: April 2, 2024 By: /s/ Edward C. Albini Edward C. Albini Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR