Ginkgo Bioworks Holdings Inc.
09/04/2025 | Press release | Distributed by Public on 09/04/2025 14:58
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On September 4, 2025, Ginkgo Bioworks Holdings, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with Allen & Company LLC ("Allen"), who is acting as the sales agent (the "Agent"). Pursuant to the Sales Agreement, the Company may sell, at its option, shares of its Class A common stock (the "Class A Common Stock") up to an aggregate offering price of $100,000,000 (the "Shares") through or directly to the Agent in one or more at-the-market offerings. Sales of the Shares made pursuant to the Sales Agreement, if any, will be made under the Company's Registration Statement on Form S-3 filed on August 7, 2025 (File No. 333-289390), declared effective by the Securities and Exchange Commission ("SEC") on August 14, 2025, as supplemented by the prospectus supplement dated September 4, 2025, from time to time further amended or supplemented (the "Registration Statement"). Subject to the terms and conditions of the Sales Agreement, the Company may propose that the Agent place Shares pursuant to the terms set forth in a placement notice. The Agent may sell the Shares, if any, by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Agent will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell the Shares in accordance with the terms of the Sales Agreement and any applicable placement notice. The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement.
The Sales Agreement provides that the Agent will be entitled to receive a commission of up to 3.0% of the gross proceeds from each sale of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided the Agent with customary indemnification and contribution rights. The Company and the Agent each have the right to terminate the Sales Agreement following delivery of sufficient written notice by the Company or the Agent, as applicable, to the other party.
The Company currently anticipates that the net proceeds from the sale of the Class A Common Stock offered pursuant to the Sales Agreement, if any, will be used for general corporate purposes, which may include, but are not limited to, financing the Company's operations, technology development, working capital and capital expenditures.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The Sales Agreement is also incorporated by reference into the Registration Statement. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company's current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company's filings with the SEC.
A copy of the opinion of Ropes & Gray LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any sale of such Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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