Gemini Therapeutics (NASDAQ:GMTX) Enters Controlled Equity Offering Agreement

Gemini Therapeutics (NASDAQ:GMTX) announced on November 15, 2024, that it has entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. under which the company may issue and sell shares of its common stock. The agreement allows Gemini Therapeutics to, at its sole discretion, issue and sell shares of its common stock with an aggregate offering price of up to $200.0 million.

Under the terms of the agreement, Cantor Fitzgerald may sell these Placement Shares through various methods allowed by law, following the “at the market” offering definition in Rule 415 of the Securities Act of 1933. Cantor will make efforts to sell the Placement Shares based on instructions from Gemini Therapeutics, including any pricing or size limits set by the company. Additionally, Gemini Therapeutics may agree to sell Placement Shares to Cantor as a principal at a mutually agreed upon price.

Cantor will receive a commission of up to 3.0% of the gross proceeds from any Placement Shares sold under the agreement. While Gemini Therapeutics is not obligated to sell any shares under this agreement, the offering will cease upon the agreement’s termination. The agreement includes customary representations, warranties, and covenants for such transactions, and Gemini Therapeutics has agreed to indemnify Cantor against certain liabilities.

Prior to this agreement, on the same day, Gemini Therapeutics terminated a Prior Sales Agreement with Jefferies LLC. The termination, effective on November 15, 2024, concluded the offering of common stock initiated under the Prior Sales Agreement. Before termination, Gemini Therapeutics had sold a total of 376,363 shares of common stock, generating $22.5 million in gross proceeds, without any penalties associated with the termination.

Gemini Therapeutics emphasized that this announcement is not an offer to sell or a solicitation to buy the discussed securities, nor will any offer, solicitation, or sale of the securities occur in jurisdictions where it would be unlawful without proper registration or qualification under the securities laws of those jurisdictions.

The full details of both the Controlled Equity Offering Agreement with Cantor Fitzgerald & Co. and the termination of the Prior Sales Agreement with Jefferies LLC can be found in the exhibits attached to the Current Report on Form 8-K filed by Gemini Therapeutics with the Securities and Exchange Commission.

This report is signed by John Quisel, J.D. Ph.D., the Chief Executive Officer of Gemini Therapeutics, in accordance with the Securities Exchange Act of 1934, as amended.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Gemini Therapeutics’s 8K filing here.

Gemini Therapeutics Company Profile

Gemini Therapeutics, Inc, a clinical stage precision medicine company, engages in developing various therapeutic compounds for treating genetically defined age-related macular degeneration (AMD). Its lead candidate is GEM103, a recombinant form of the human complement factor H protein to treat dry AMD patients.