GRITSTONE BIO, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, other events, financial statements and exposures (Form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

New lease

At September 23, 2021, Gritstone organic, Inc. (the “Company”) entered into a lease (the “new lease”), effective from 23 september,

2021 (the “Effective Date”), with RREF II Kenmore Lessor III LLC and RREF II Kenmore Lessor IV LLC (collectively, the “Lessor”) to lease approximately 73,495 square feet of office and laboratory space located at Beacon building
in (i) 650-660, rue Balise in Boston, Massachusetts (the “650 Premises”) and (ii) 648 Balise Street in Boston, Massachusetts (the “650 Boston
Office.

The term of the new lease begins on the effective date and ends on the tenth (10th) anniversary of the rental start date, described below. The Company has the option of extending the term of the New Lease for two (2) additional consecutive periods of five (5) years. The new lease also provides for early access to the premises for the purpose of installing furniture, fixtures, equipment (including laboratory equipment) and similar items.

The obligation of the Company for the payment of the base rent (the “Base Rent”) for the Premises begins on the date on which the Lessor delivers to the Company the 650 newly constructed, substantially completed Premises which are currently scheduled to take place. the or towards January 3, 2023 (the “Rental Start Date”). The base rent will be reduced until the date on which the owner delivers to the company the 648 newly constructed premises, which are substantially completed, which is currently expected to take place on or around April 1, 2023 (the “Reduced Basic Rent Expiry Date”). After the expiry date of the reduced base rent, the base rent will be set at $ 587,960.00 per month and will increase by about 3% per year. The Company will also be required to pay the Lessor certain costs, taxes and operating expenses related to the New Lease and the Premises, subject to certain exclusions. The landlord will provide the company with an improvement allowance of up to approximately $ 19.1 million overall for costs associated with the design, permitting and construction of improvements to the premises.

As part of its entry into the New Lease and as a security deposit, the Company provided the Lessor with a letter of credit in the amount of approximately $ 4.6 million, which can be (i) reduced to about $ 3.8 million at the expiration of the fifth (5th) anniversary of the rental start date and (ii) further reduced to approximately $ 3.1 million at the expiration of the seventh (7th) anniversary of the rental start date, as long as there is not and there has been no default on the part of the company under the terms of the lease.

The Lessor has the right to terminate the New Lease in the event of usual default. The Company may also terminate the New Lease, among other reasons, if the Premises are not ready to be occupied after April 1, 2025.

The foregoing summary of material terms of the New Lease is qualified in its entirety by the terms of the New Lease, which is filed as Exhibit 10.1 of this current report on Form 8-K and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

(a) Creation of a direct financial obligation

Information set forth or incorporated by reference in Sections 1.01 and 8.01 of this current report on Form 8-K is incorporated in this Section 2.03 by reference.


Item 8.01 Other Events.



First amendment to the 2016 lease

At September 21, 2021, the Company has entered into the First Amendment (the “First Amendment”) to this lease, dated Feb. 11, 2016, by and between
BMR-Sidney Research Campus, LLC (the “owner of 40 Erie”) and the Company, under which the Company rents certain premises located at 40 Erie Street
and 200 Sidney Street in Cambridge, Massachusetts (the “2016 Lease”).

In accordance with the First Amendment, the Company and the owner of 40 Erie have agreed to extend the term of the 2016 lease for an additional period of three (3) years, beginning on May 1, 2022 and ending on April 30, 2025, for all spaces covered by the 2016 Lease. The first amendment also modifies the basic rent payable, from May 1, 2022.

The foregoing summary of material terms of the First Amendment is qualified in its entirety by the terms of the First Amendment, which is filed as Exhibit 10.2 to this current report on Form 8-K and is incorporated by reference herein.

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Third amendment to the license agreement

At September 21, 2021, the Company has entered into the Third Amendment (the “Third Amendment”) to this License Agreement, dated September 6, 2018, by and between MIL 21E, LLC (the “Licensor”) and the Company, pursuant to which the Company is licensed to use certain premises located at 21 Erie Street in
Cambridge, Massachusetts (as subsequently amended on July 11, 2019 and May 20, 2020, the “License Agreement”).

Pursuant to the Third Amendment, the Company and the licensor have agreed to extend the term of the license agreement for an additional period of five (5) months, effective from September 1, 2022 and ending on January 31, 2023, for all spaces covered by the license agreement. The third amendment also changes the base rent payable, effective from September 1, 2022.

The foregoing summary of the important terms of the Third Amendment is qualified in its entirety by the terms of the Third Amendment, which is filed as Exhibit 10.3 to this current report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial statements and supporting documents.

Part # Description

10.1          Office/Laboratory Lease, by and between Gritstone bio, Inc. and RREF
            II Kenmore Lessor III LLC and RREF II Kenmore Lessor IV LLC, effective
            as of September 23, 2021.

10.2          First Amendment to Lease, by and between Gritstone bio, Inc. and
            BMR-Sidney Research Campus KKC, effective as of September 21, 2021.

10.3          Third Amendment to Office/Laboratory Lease, by and between Gritstone
            bio, Inc. and MIL 21E, LLC, effective as of September 21, 2021.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).





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