Основная статистика
| LEI | 529900WZ6YTAF0SQB206 |
| CIK | 1693415 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Telesis Bio, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| September 24, 2021 |
15-12B 1 d235867d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38550 Translate Bio, Inc. (Exact name o |
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| September 16, 2021 |
TBIO / Translate Bio Inc / BAUPOST GROUP LLC/MA - NONE Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 04 )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue Boston, Massachusetts 02116 Phone : (617) 210-8300 (Name, Address and Telephone Num |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction) (Commission File Number) (I.R |
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| September 14, 2021 |
Second Amended and Restated Bylaws of Translate Bio.* Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TRANSLATE BIO, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of the stockholders of Translate Bio, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within o |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 S-8 POS 1 d232586ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. 333-226047 Registration No. 333-231746 Registration No. 333-237158 Registration No. 333-253696 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-226047 FORM S-8 REGISTRATION S |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
Third Restated Certificate of Incorporation of Translate Bio.* Exhibit 3.1 THIRD RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. FIRST: The name of the corporation is: Translate Bio, Inc. (the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is: Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of pro |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Translate Bio, Inc. (Name of Subject Company (Issuer)) VECTOR MERGER SUB, INC. AVENTIS INC. SANOFI (Names of Filing Persons ? Offerors) Common Stock, Par Value $0.001 Per Share (Title of Class of Secur |
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| September 14, 2021 |
SC 14D9/A 1 d117934dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Translate Bio, Inc. (Name of Subject Company) Translate Bio, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per sha |
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| September 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Translate Bio, Inc. (Name of Subject Company) Translate Bio, Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 89374L104 (CUSIP Numbe |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 TRANSLATE BIO, INC. (Name of Subject Company) TRANSLATE BIO, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 89374L104(CUSIP Number of Class of Securi |
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| August 27, 2021 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Translate Bio, Inc. (Name of Subject Company (Issuer)) VECTOR MERGER SUB, INC. AVENTIS INC. SANOFI (Names of Filing Persons — Offerors) Common Stock, Par Value $0.001 Per Share (Title of Clas |
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| August 16, 2021 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of TRANSLATE BIO, INC. |
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| August 16, 2021 |
Exhibit (d)(4) 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 July 23, 2021 Sanofi 54, rue La Bo?tie 75008 Paris, France Ladies and Gentlemen: In connection with Sanofi, a French soci?t? anonyme (?you?), considering a possible negotiated transaction (a ?Transaction?) involving Translate Bio, Inc. |
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| August 16, 2021 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of TRANSLATE BIO, INC. |
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| August 16, 2021 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of TRANSLATE BIO, INC. |
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| August 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 TRANSLATE BIO, INC. (Name of Subject Company) TRANSLATE BIO, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 89374L104 (CUSIP Number |
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| August 16, 2021 |
Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of TRANSLATE BIO, INC. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Translate Bio, Inc. (Name of Subject Company (Issuer)) VECTOR MERGER SUB, INC. AVENTIS INC. SANOFI (Names of Filing Persons ? Offerors) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 74257L108 ( |
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| August 16, 2021 |
TBIO / Translate Bio Inc / Magnetar Financial LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Translate Bio, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 89374L104 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-4400 (Name, Ad |
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| August 16, 2021 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| August 16, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Translate Bio, Inc., and further agree that this Joint Filing Agreement be included as an |
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| August 12, 2021 |
TBIO / Translate Bio Inc / Sanofi - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Translate Bio, Inc. |
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| August 5, 2021 |
Letter Agreement, dated March 22, 2021, by and between the Registrant and Brendan Smith. EXHIBIT 10.2 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 March 19, 2021 Brendan Smith 35 Park Street Charlestown, MA 02129 Re: Employment Agreement Dear Brendan: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to offer you the position of the Company?s Chief Financial Officer & Corporate Strategy. Please note this offer is also contingent upon the |
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| August 5, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| August 5, 2021 |
Consulting Agreement, dated June 16, 2021, by and between the Registrant and Daniel Lynch. Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?), made this 16th day of June, 2021 (the ?Effective Date?), is entered into by and between Translate Bio, Inc., a Delaware corporation (the ?Company?), and Daniel S. Lynch, an individual residing at 18 Marlborough St, Boston, MA 02116 (the ?Consultant?). INTRODUCTION Consultant is currently serving a three year term on th |
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| August 5, 2021 |
Second Amended and Restated Director Compensation Plan, adopted June 16, 2021. EXHIBIT 10.1 TRANSLATE BIO, INC. SECOND AMENDED AND RESTATED DIRECTOR COMPENSATION POLICY Adopted on June 16, 2021 The non-employee directors of Translate Bio, Inc. (the ?Company?) shall receive the following compensation for their service as members of the Board of Directors (the ?Board?) of the Company. Director Compensation Our goal is to provide compensation for our non-employee directors in a |
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| August 4, 2021 |
TBIO / Translate Bio Inc / BAUPOST GROUP LLC/MA - NONE Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 03 )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (617) 210-8300 (Name, Address and T |
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| August 3, 2021 |
Exhibit 99.3 Dear colleagues, I am delighted to announce today that we have reached an agreement to acquire Translate Bio, a biotech focused on messenger RNA (mRNA) technology. This name probably sounds familiar to you. Our collaboration with Translate Bio started in 2018 and reached a new level last year with our work together on a COVID-19 mRNA vaccine (currently in phase 1/2 trials) and a new e |
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| August 3, 2021 |
Exhibit 99.2 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of August 2, 2021, by and between Sanofi, a French soci?t? anonyme (?Parent?), and the undersigned stockholders (collectively, the ?Stockholder?) of Translate Bio, Inc., a Delaware corporation (the ?Company?). WITNESSETH: WHEREAS, the Company, Parent and Vector Merger Sub, Inc |
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| August 3, 2021 |
Exhibit 99.2 TBIO Transaction Employee FAQ 1. What did we announce? ? We announced that we have entered into a definitive agreement to be acquired by Sanofi in a transaction valued at $3.2 billion. ? Under the terms of the agreement, Translate Bio shareholders will receive $38.00 per share in cash. ? Building on our existing partnership, this transaction will allow us to be even better positioned |
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| August 3, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: SANOFI, VECTOR MERGER SUB, INC. and TRANSLATE BIO, INC. Dated as of AUGUST 2, 2021 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 ARTICLE II MERGER TRANSACTION 5 Section 2.1 Merger of Purchaser into the Company 5 Section 2.2 Effect of the Merger 5 Section 2.3 Closing; Effective Time 6 Section 2.4 Ce |
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| August 3, 2021 |
Exhibit 99.2 Aug 3, 2021 Dear Colleagues, Today, we announced plans to acquire Translate Bio, and we are delighted to formally reach out and welcome you all to the Sanofi family. As the Heads of Research and Development (John) and Vaccines (Thomas) at Sanofi, we are tremendously excited about the prospect of uniting our teams to further accelerate advances in mRNA technologies. Since our collabora |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Translate Bio, Inc. (Name of Subject Company) Translate Bio, Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 89374L104 (CUSIP Number of Class of Secu |
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| August 3, 2021 |
Source: Sanofi (EURONEXT: SAN) (NASDAQ: SNY) Exhibit 99.1 Press Release Source: Sanofi (EURONEXT: SAN) (NASDAQ: SNY) Sanofi to acquire Translate Bio; advances deployment of mRNA technology across vaccines and therapeutics development * Accelerates development of current Sanofi licensed programs in vaccines and potential to explore other therapeutic areas * Fast tracks establishment of Sanofi?s recently announced mRNA Center of Excellence * F |
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| August 3, 2021 |
TBIO Transaction All Employee Email Exhibit 99.1 TBIO Transaction All Employee Email August 3, 2021 To: [email protected] Subject: Today?s Announcement Dear Translate Bio Team, I am writing to share some important and exciting news regarding the future of our company. A few moments ago, we announced that we have entered into a definitive agreement to be acquired by Sanofi for $38.00 per share in cash. Building on our existing p |
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| August 3, 2021 |
Transaction Social Media Posts for Filing Exhibit 99.4 TBIO-SNY Transaction Social Media Posts for Filing Twitter: Facebook: LinkedIn: Forward-Looking Statements This communication contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumption |
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| August 3, 2021 |
Exhibit 99.3 Sanofi to Acquire Translate Bio; Advances Deployment of mRNA Technology across Vaccines and Therapeutics Development - Accelerates development of current Sanofi licensed programs in vaccines and potential to explore other therapeutic areas - - Fast tracks establishment of Sanofi?s recently announced mRNA Center of Excellence - - Full integration upgrades drug formulation capabilities |
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| August 3, 2021 |
Exhibit 99.1 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of August 2, 2021, by and between Sanofi, a French soci?t? anonyme (?Parent?), and the undersigned stockholder (the ?Stockholder?) of Translate Bio, Inc., a Delaware corporation (the ?Company?). WITNESSETH: WHEREAS, the Company, Parent and Vector Merger Sub, Inc., a Delaware c |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Translate Bio, Inc. (Name of Subject Company) VECTOR MERGER SUB, INC. AVENTIS INC. SANOFI (Names of Filing Persons ? Offerors) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 89374L104 (Cusip Num |
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| August 3, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2021 Translate Bio, Inc. |
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| August 3, 2021 |
TBIO Partner / Supplier Letter Exhibit 99.3 TBIO Partner / Supplier Letter Dear [NAME], I am writing to share some important news about Translate Bio. This morning, we announced that we have entered into an agreement to be acquired by Sanofi. We?ve had the opportunity to collaborate with Sanofi to develop mRNA vaccines for infectious diseases since 2018 and have witnessed firsthand the dedication their team has to delivering fo |
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| June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| May 6, 2021 |
First Amended and Restated Director Compensation Plan, adopted March 9, 2021. EXHIBIT 10.1 TRANSLATE BIO, INC. FIRST AMENDED AND RESTATED DIRECTOR COMPENSATION POLICY The non-employee directors of Translate Bio, Inc. (the ?Company?) shall receive the following compensation for their service as members of the Board of Directors (the ?Board?) of the Company. Director Compensation Our goal is to provide compensation for our non-employee directors in a manner that enables us to |
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| May 6, 2021 |
EXHIBIT 10.3 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 March 11, 2020 Ann Barbier Re: Amended and Restated Employment Agreement Dear Ann: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to provide you this Amended and Restated Employment Agreement (the ?Agreement?) that includes, among other things, enhanced benefits in the event of a change of |
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| May 6, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| May 6, 2021 |
Letter Agreement, dated March 18, 2021, by and between the Registrant and E. Rand Sutherland EXHIBIT 10.2 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 March 18, 2021 E. Rand Sutherland, MD, MPH Re: Employment Agreement Dear Rand: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to offer you the position of the Company?s President. Please note this offer is also contingent upon the successful completion of references and routine background c |
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| May 6, 2021 |
EXHIBIT 10.4 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 March 11, 2020 Paul Burgess Re: Amended and Restated Employment Agreement Dear Paul: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to provide you this Amended and Restated Employment Agreement (the ?Agreement?) that includes, among other things, enhanced benefits in the event of a change o |
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| April 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2021 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 19, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| March 1, 2021 |
EXHIBIT 10.18 200 WEST STREET WALTHAM, MASSACHUSETTS Lease Dated November 3, 2020 (?Effective Date?) THIS INSTRUMENT IS AN INDENTURE OF LEASE (this ?Lease?) in which Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as, and having an address at, 200 West Street, Waltham, Massachusetts 02451. The parties to this instrument hereby agree with each |
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| March 1, 2021 |
Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Translate Bio MA, Inc. Delaware Translate Bio Securities Corporation Massachusetts |
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| March 1, 2021 |
EXHIBIT 10.14 TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2021 Inducement Stock Incentive Plan Translate Bio, Inc. (the ?Company?) hereby grants the following stock option to the Participant listed below pursuant to the Company?s 2021 Inducement Stock Incentive Plan (the ?Plan?). The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of opti |
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| March 1, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38 |
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| March 1, 2021 |
EXHIBIT 10.13 TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2021 Inducement Stock Incentive Plan Translate Bio, Inc. (the ?Company?) hereby grants the following stock option to the Participant listed below pursuant to the Company?s 2021 Inducement Stock Incentive Plan (the ?Plan?). The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of opti |
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| March 1, 2021 |
As filed with the Securities and Exchange Commission on March 1, 2021 Registration No. |
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| March 1, 2021 |
Separation Agreement, dated December 27, 2020, by and between the Registrant and John R. Schroer EXHIBIT 10.22 [Company Letterhead] VIA ELECTRONIC MAIL December 27, 2020 Dear John: As we discussed, your employment with Translate Bio (the ?Company?) will end effective December 27, 2020 (the ?Separation Date?). As we also discussed, you will be eligible to receive the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me by January 18, 2021 (but no |
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| March 1, 2021 |
2021 Inducement Stock Incentive Plan EXHIBIT 10.11 TRANSLATE BIO, INC. 2021 INDUCEMENT STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2021 Inducement Stock Incentive Plan (the ?Plan?) of Translate Bio, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to |
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| March 1, 2021 |
Form of Stock Option Agreement under the 2021 Inducement Stock Incentive Plan (No Acceleration) EXHIBIT 10.12 TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2021 Inducement Stock Incentive Plan Translate Bio, Inc. (the ?Company?) hereby grants the following stock option to the Participant listed below pursuant to the Company?s 2021 Inducement Stock Incentive Plan (the ?Plan?). The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of opti |
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| February 25, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| February 25, 2021 |
EX-99.1 EXHIBIT 99.1 Translate Bio Announces Fourth Quarter and Full Year 2020 Financial Results and Highlights Recent Progress — Additional interim data expected in early Q2 from Phase 1/2 clinical trial of MRT5005 for the treatment of cystic fibrosis (CF) — — Two infectious disease mRNA vaccine programs expected to enter clinic in 2021: COVID-19 in Q1 and influenza in mid-2021, in collaboration |
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| February 12, 2021 |
Joint Filing Statement Pursuant to Rule 13D-1(K)(1) EX-1 2 ex1.htm Exhibit 1 Joint Filing Statement Pursuant to Rule 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, of Translate Bio, Inc., together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 4, 2021 |
SC 13G 1 d22734dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Translate Bio, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 89374L-10-4 (CUSIP Number) July 20, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* TRANSLATE BIO, INC. (Name of Issuer) Common Stock, $0.001 (Title of Class of Securities) 89374L104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statem |
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| January 25, 2021 |
Exhibit 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Translate Bio, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, or any rule or regulation thereunder |
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| January 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Translate Bio, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89374L104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| January 25, 2021 |
Identification of the subsidiary which acquired the security being reported on by the parent EX-99.1 2 exhibit991-012521.htm EX-99.1 Exhibit 99.1 Identification of the subsidiary which acquired the security being reported on by the parent holding company. Shire Human Genetic Therapies, Inc. is the direct beneficial owner of zero shares of Common Stock of the Issuer. Shire Human Genetic Therapies, Inc. is a direct wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc., which is a d |
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| December 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| December 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| November 5, 2020 |
EX-10.1 Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. AMENDMENT #1 TO SUITE RETENTION AND DEVELOPMENT AGREEMENT THIS AMENDMENT #1 (the “Amendment”) to the SUITE RETENTION AND DEVELOPMENT AGREEMENT dated September |
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| November 5, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| August 25, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 25, 2020 |
EX-99.1 Exhibit 99.1 Sanofi Pasteur COVID-19 Vaccine Programs John W. Shiver, Ph.D., Global R&D Head, Sanofi Pasteur ISV Aug 25, 2020 mRNA presentationExhibit 99.1 Sanofi Pasteur COVID-19 Vaccine Programs John W. Shiver, Ph.D., Global R&D Head, Sanofi Pasteur ISV Aug 25, 2020 mRNA presentation Sanofi’s Two COVID-19 Vaccine Approaches 1 2 Baculovirus mRNA recombinant vaccine Platform + (2) vaccine |
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| August 17, 2020 |
S-3ASR Table of Contents As filed with the Securities and Exchange Commission on August 17, 2020 Registration No. |
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| August 10, 2020 |
TBIO / Translate Bio Inc / BAUPOST GROUP LLC/MA - NONE Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (617) 210-8300 (Name, Address and Te |
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| August 6, 2020 |
EX-10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2020, by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and the “Investor” named in that certain Securities Purchase Agreement by and between the Company and the Investor, dated as of June 22, 2020 (the “Purchase Agreement”). Cap |
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| August 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| August 6, 2020 |
Supply Agreement, dated June 22, 2020, by and between Translate Bio MA Inc. and Sanofi Pasteur Inc. EX-10.4 Exhibit 10.4 Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. Supply Agreement This Supply Agreement is made effective as of the Effective Date by and between: Translate Bio MA, Inc., a corporation organized and existing und |
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| August 6, 2020 |
EX-10.1 Exhibit 10.1 Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omission. SECOND AMENDMENT to the COLLABORATION AND LICENSE AGREEMENT This Second Amendment (the “Second Amendment”) to the Collaboration and License Agreement with an Execu |
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| August 6, 2020 |
EX-10.2 EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2020, by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and Sanofi, a French corporation (the “Investor”). RECITALS A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from s |
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| August 6, 2020 |
EX-10.5 Exhibit 10.5 Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. THIRD AMENDMENT This Third Amendment, effective as of the date set forth above the signatures of the parties below (the “Third Amendment Effective Date”), amends |
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| July 20, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| June 26, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| June 26, 2020 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239405 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Amount to be Registered(1) Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value $0.001 per share 14,382,832 $22.00 $316,422,304 $41,071.62 (1) Assumes exercise in full of t |
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| June 26, 2020 |
Translate Bio Announces Pricing of Public Offering of Common Stock EX-99.1 Exhibit 99.1 Translate Bio Announces Pricing of Public Offering of Common Stock LEXINGTON, Mass., June 25, 2020 — Translate Bio, Inc. (Nasdaq: TBIO), a clinical-stage messenger RNA (mRNA) therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction, today announced the pricing of its underwritten public offering |
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| June 26, 2020 |
EX-1.1 Exhibit 1.1 Execution Version TRANSLATE BIO, INC. 12,506,811 Shares of Common Stock, par value $0.001 per share Underwriting Agreement June 25, 2020 Goldman Sachs & Co. LLC SVB Leerink LLC Evercore Group L.L.C. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o SVB Leerink |
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| June 24, 2020 |
Subject to Completion Dated June 24, 2020 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239405 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to |
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| June 24, 2020 |
S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 24, 2020 Registration No. |
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| June 24, 2020 |
Form of Subordinated Indenture EX-4.5 Exhibit 4.5 TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314 |
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| June 24, 2020 |
EX-4.4 Exhibit 4.4 TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) In |
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| June 24, 2020 |
EX-4.7 Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N |
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| June 24, 2020 |
EX-4.6 Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| June 23, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| June 23, 2020 |
EX-99.1 Exhibit 99.1 Sanofi and Translate Bio Expand Collaboration to Develop mRNA Vaccines across All Infectious Disease Areas — The two companies will build upon their existing collaboration to pursue novel mRNA vaccines aimed at broadly addressing current and future infectious diseases — — Translate Bio to receive $425 million in upfront payment and common stock equity investment and overall is |
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| June 16, 2020 |
Submission of Matters to a Vote of Security Holders 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| May 11, 2020 |
89374L104 / Translate Bio Inc / Baupost Group LLC/MA - NONE Activist Investment SC 13D/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (617) 210-8 |
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| May 7, 2020 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| May 7, 2020 |
EX-10.1 EXHIBIT 10.1 Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. FIRST AMENDMENT to the COLLABORATION AND LICENSE AGREEMENT This First Amendment (the “First Amendment”) to the Collaboration and License Agreement with an Executi |
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| May 4, 2020 |
S-3/A Table of Contents As filed with the Securities and Exchange Commission on May 4, 2020 Registration No. |
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| April 30, 2020 |
CORRESP TRANSLATE BIO, INC. 29 Hartwell Avenue Lexington, MA 02421 April 30, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Translate Bio, Inc. Registration Statement on Form S-3 File No. 333-237159 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as ame |
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| April 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 22, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| March 27, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| March 27, 2020 |
Exhibit 99.1 Sanofi Pasteur and Translate Bio to collaborate to develop a novel mRNA vaccine candidate against COVID-19 The two companies will jointly investigate multiple candidates with the goal of advancing an efficacious and safe SARS-CoV-2 vaccine into clinical development PARIS, France and LEXINGTON, Mass.? March 27, 2020 ? Sanofi Pasteur, the vaccines global business unit of Sanofi (EURONEX |
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| March 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| March 13, 2020 |
As filed with the Securities and Exchange Commission on March 13, 2020 As filed with the Securities and Exchange Commission on March 13, 2020 Registration No. |
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| March 13, 2020 |
Exhibit 4.4 TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplica |
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| March 13, 2020 |
Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| March 13, 2020 |
Powers of Attorney (included in the signature pages to the Registration Statement) Table of Contents As filed with the Securities and Exchange Commission on March 13, 2020 Registration No. |
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| March 13, 2020 |
Exhibit 1.3 AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM March 13, 2020 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: This Amendment No. 1 to the Open Market Sale AgreementSM (this ?Amendment?) is entered into as of the date first written above by Translate Bio, Inc., a Delaware corporation (the ?Company?), and Jefferies LLC (?Agent?), that are parties to t |
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| March 13, 2020 |
Form of Subordinated Indenture Exhibit 4.5 TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Ina |
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| March 13, 2020 |
Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| March 12, 2020 |
29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 EXHIBIT 10.17 March 11, 2020 John Schroer Re: Amended and Restated Employment Agreement Dear John: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to provide you this Amended and Restated Employment Agreement (the ?Agreement?) that includes, among other things, enhanced benefits in the event of a change |
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| March 12, 2020 |
29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 EXHIBIT 10.18 March 11, 2020 Richard Wooster Re: Amended and Restated Employment Agreement Dear Richard: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to provide you this Amended and Restated Employment Agreement (the ?Agreement?) that includes, among other things, enhanced benefits in the event of a c |
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| March 12, 2020 |
Description of Registrant’s Securities EXHIBIT 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT References to ?Translate Bio? and the ?Company? herein are, unless the context otherwise indicates, only to Translate Bio, Inc. and not to any of its subsidiaries. General The following description of the Company?s capital stock is a summary and does not purport to be complete. It is subject to and qualified in i |
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| March 12, 2020 |
29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 EXHIBIT 10.16 March 11, 2020 Brian Fenton Re: Amended and Restated Employment Agreement Dear Brian: On behalf of Translate Bio, Inc., a Delaware corporation (the ?Company?), I am pleased to provide you this Amended and Restated Employment Agreement (the ?Agreement?) that includes, among other things, enhanced benefits in the event of a change |
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| March 12, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38 |
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| March 12, 2020 |
Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Translate Bio MA, Inc. Delaware Translate Bio Securities Corporation Massachusetts |
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| March 12, 2020 |
29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 EXHIBIT 10.12 March 11, 2020 Ronald C. Renaud, Jr. Re: Amendment to Employment Agreement Dear Ron: Reference is made to that certain Employment Agreement dated October 31, 2014 between Translate Bio, Inc. (formerly known as RaNA Therapeutics, LLC) (the ?Company?), and you regarding the terms of your employment with the Company (the ?Employmen |
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| February 14, 2020 |
JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) Exhibit 1 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, of Translate Bio, Inc. |
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| February 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 3)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 TRANSLATE BIO, INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 89374L 10 4 (CUSIP Number) |
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| February 14, 2020 |
89374L104 / Translate Bio Inc / RTW INVESTMENTS, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2020 |
EX-99.1 CUSIP NO. 89374L104 13G Exhibit 99.1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Translate Bio, Inc. Dated: February 13, 2020 OMEGA FUND IV, L.P. B |
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| February 14, 2020 |
89374L104 / Translate Bio Inc / Omega Fund IV, L.P. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) December 31, 2019 (Date of Event Which |
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| February 14, 2020 |
EX-99.2 CUSIP No. 89374L104 13G Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person’s true and lawful attorney-in-fact, to: (1) execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Rep |
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| February 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* TRANSLATE BIO, INC. (Name of Issuer) Common Stock, $0.001 (Title of Class of Securities) 89374L104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statem |
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| January 13, 2020 |
Transforming mRNA science into healthy expression Corporate Presentation January 2020 Exhibit 99. |
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| January 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 12, 2019 |
Exhibit 99.1 Translate Bio Announces Executive Leadership Appointments ? Appointment of Frank DeRosa, Ph.D. to Chief Technology Officer, and transition of Michael Heartlein, Ph.D. to Executive Vice President and Founder ? ? Appointment of Paul Burgess to Chief Operating Officer ? LEXINGTON, Mass., December 12, 2019 ? Translate Bio, Inc. (Nasdaq: TBIO), a clinical-stage messenger RNA (mRNA) therape |
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| December 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| November 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| November 6, 2019 |
Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. Execution Version SUITE RETENTION AND DEVELOPMENT AGREEMENT This SUITE RETENTION AND DEVELOPMENT AGREEMENT (the ?Agreement?) is made this 9th day of September, 2019 ( |
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| October 25, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorpor |
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| September 20, 2019 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule I3d-1 (k)(I) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule I3D (including amendments thereto) with respect to beneficial ownership of shares of Common Stock of Translate Bio, Inc. |
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| September 20, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Phone : (617) 210-8300 (Name, Address and |
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| September 18, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission |
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| September 18, 2019 |
Translate Bio Announces Pricing of Public Offering of Common Stock Exhibit 99.1 Translate Bio Announces Pricing of Public Offering of Common Stock LEXINGTON, Mass., September 17, 2019 ? Translate Bio, Inc. (Nasdaq: TBIO), a clinical-stage messenger RNA (mRNA) therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction, today announced the pricing of its underwritten public offering of |
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| September 18, 2019 |
Exhibit 1.1 Translate Bio, Inc. 9,000,000 Shares Common Stock ($0.001 par value per share) Underwriting Agreement New York, New York September 17, 2019 Citigroup Global Markets Inc. Jefferies LLC SVB Leerink LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 |
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| September 18, 2019 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-232543 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 19, 2019) 9,000,000 Shares Common Stock We are offering 9,000,000 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Select Market under the symbol ?TBIO?. The last reported sale price of our common stock on the Nasdaq Global Selec |
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| September 17, 2019 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2019 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-232543 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| September 12, 2019 |
Entry into a Material Definitive Agreement, Material Impairments, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| September 9, 2019 |
SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Translate Bio (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) August 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| July 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| July 31, 2019 |
Exhibit 99.2 Translate Bio Announces Interim Results from Phase 1/2 Clinical Trial of MRT5005 in Patients with Cystic Fibrosis ? MRT5005 was generally well tolerated at low and mid-dose levels; no serious adverse events reported at any dose level ? ? Marked increases in ppFEV1 (percent predicted forced expiratory volume in one second) observed after single dose of MRT5005, primarily at mid-dose ? |
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| July 31, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| July 31, 2019 |
Exhibit 99.1 Translate Bio Announces Second Quarter 2019 Financial Results and Provides Corporate Update ? Announced interim results from single-ascending dose portion of Phase 1/2 clinical trial in cystic fibrosis (CF) ? ? Received FDA clearance to advance 2nd program into clinical development, MRT5201 for ornithine transcarbamylase (OTC) deficiency ? ? Conference call to discuss interim Phase 1/ |
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| July 22, 2019 |
Up to $50,000,000 Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-232543 PROSPECTUS Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, dated July 3, 2019, relating to the sale of shares of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, under this pros |
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| July 17, 2019 |
TRANSLATE BIO, INC. 29 Hartwell Avenue Lexington, MA 02421 TRANSLATE BIO, INC. 29 Hartwell Avenue Lexington, MA 02421 July 17, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Translate Bio, Inc. Registration Statement on Form S-3 File No. 333-232543 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tra |
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| July 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| July 10, 2019 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-231743 5,582,940 Shares Common Stock This prospectus relates to the resale, from time to time, of up to 5,582,940 shares of our common stock by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) identified in this prospectus. The selling sto |
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| July 3, 2019 |
Form of Subordinated Indenture Table of Contents Exhibit 4.5 TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES Table of Contents CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.0 |
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| July 3, 2019 |
Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM July 3, 2019 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Translate Bio, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common stock, |
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| July 3, 2019 |
Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| July 3, 2019 |
Exhibit 4.4 TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplica |
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| July 3, 2019 |
Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| July 3, 2019 |
As filed with the Securities and Exchange Commission on July 3, 2019 Table of Contents As filed with the Securities and Exchange Commission on July 3, 2019 Registration No. |
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| July 3, 2019 |
As filed with the Securities and Exchange Commission on July 3, 2019 Table of Contents As filed with the Securities and Exchange Commission on July 3, 2019 Registration No. |
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| June 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| June 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission F |
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| May 31, 2019 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-231743 5,582,940 Shares Common Stock This prospectus relates to the resale, from time to time, of up to 5,582,940 shares of our common stock by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) identified in this prospectus. The selling sto |
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| May 29, 2019 |
TRANSLATE BIO, INC. 29 Hartwell Avenue Lexington, MA 02421 TRANSLATE BIO, INC. 29 Hartwell Avenue Lexington, MA 02421 May 29, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Translate Bio, Inc. Registration Statement on Form S-1 File No. 333-231743 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tran |
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| May 24, 2019 |
Table of Contents As filed with the Securities and Exchange Commission on May 24, 2019 Registration No. |
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| May 24, 2019 |
As filed with the Securities and Exchange Commission on May 24, 2019 As filed with the Securities and Exchange Commission on May 24, 2019 Registration No. |
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| May 9, 2019 |
Exhibit 10.1 RaNA RaNA Therapeutics 790 Memorial Drive, Suite 203 Cambridge, MA 02139 T: 617-945-7361 F:617-945-7362 www.ranarx.com August 6, 2015 (Updated August 20, 2015} Brian Fenton Dear Brian: On behalf of Ra NA Therapeutics, Inc. (the "Company"), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. Please note this offer is c |
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| May 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| May 3, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TRANSLATE BIO, INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 89374L 10 4 (CUSIP Number |
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| May 1, 2019 |
Translate Bio Announces $47.5 Million Private Placement Exhibit 99.1 Translate Bio Announces $47.5 Million Private Placement LEXINGTON, Mass., May 1, 2019 ? Translate Bio, Inc. (Nasdaq: TBIO), a clinical-stage messenger RNA (mRNA) therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction, announced today that it has entered into a securities purchase agreement with severa |
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| May 1, 2019 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of April 30, 2019 by and among Translate Bio, Inc., a Delaware corporation (the ?Company?), and the Investors identified on Exhibit A attached hereto (each an ?Investor? and collectively the ?Investors?). RECITALS A. The Company and the Investors are executing and delivering |
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| May 1, 2019 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of April 30, 2019 by and among Translate Bio, Inc., a Delaware corporation (the ?Company?), and the ?Investors? named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 30, 2019 (the ?Purchase Agreement?). Capitalized |
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| May 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| April 25, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 25, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 11, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| April 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File |
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| March 21, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, |
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| February 14, 2019 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c), and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2 (Amendment No. )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) December 31, 2018 (Date of Event which Requires F |
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| February 14, 2019 |
EX-99.1 2 dp102144ex9901.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including |
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| February 13, 2019 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) June 1, 2018 (Date of Event Which Requires Filing of this Statement |
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| February 13, 2019 |
Exhibit 99.1 CUSIP No. 89374L104 13G AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Translate Bio, Inc. Dated: February 13, 2019 OMEGA FUND IV, L.P. BY: Omega |
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| February 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* TRANSLATE BIO, INC. (Name of Issuer) Common Stock, $0.001 (Title of Class of Securities) 89374L104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Stateme |
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| January 3, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| October 17, 2018 |
SC 13D/A 1 glaxo-tbio3da1017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A1 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TRANSLATE BIO, INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Secu |
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| August 9, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38550 Translate Bio, Inc. |
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| July 9, 2018 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2018 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File N |
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| July 9, 2018 |
Exhibit 99.1 Translate Bio Announces Closing of Collaboration and Licensing Agreement with Sanofi Pasteur to Develop mRNA Vaccines for Infectious Diseases LEXINGTON, Mass.? July 9, 2018 ? Translate Bio (Nasdaq: TBIO), a clinical-stage messenger RNA (mRNA) therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction, tod |
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| July 9, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Translate Bio, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89374L104 (CUSIP Number) June 30, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| July 5, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 TRANSLATE BIO, INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 89374L 10 4 (CUSIP Number) Victoria A. Whyte G |
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| July 2, 2018 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TRANSLATE BIO, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 3 1.7 Quorum 3 1.8 Adjournments 4 1.9 Voting and Proxies 4 1.10 Action at Meeting 5 1.11 Nomination of Directors 5 1.12 Notice of Busines |
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| July 2, 2018 |
As filed with the Securities and Exchange Commission on July 2, 2018 Registration No. |
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| July 2, 2018 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. (originally incorporated on November 10, 2016 under the name RaNA Therapeutics, Inc.) FIRST: The name of the Corporation is Translate Bio, Inc. SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 1 |
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| July 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2018 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38550 61-1807780 (State or other jurisdiction of incorporation) (Commission File N |
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| June 29, 2018 |
Table of Contents Filed Pursuant to 424(b)(4) File No. 333-225368 PROSPECTUS 9,350,000 Shares Common Stock This is an initial public offering of common stock by Translate Bio, Inc. We are selling 9,350,000 shares of common stock. The initial public offering price is $13.00 per share. We have granted the underwriters an option to purchase up to 1,402,500 additional shares of common stock to cover o |
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| June 27, 2018 |
As filed with the Securities and Exchange Commission on June 27, 2018 As filed with the Securities and Exchange Commission on June 27, 2018 Registration No. |
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| June 25, 2018 |
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Leerink Partners LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Evercore Group L.L.C. 55 East 52nd Street New York, NY 10055 June 25, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Translate Bio, Inc. Registration Statement |
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| June 25, 2018 |
Translate Bio, Inc. 29 Hartwell Avenue Lexington, MA 02421 June 25, 2018 Translate Bio, Inc. 29 Hartwell Avenue Lexington, MA 02421 June 25, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Translate Bio, Inc. Registration Statement on Form S-1 File No. 333-225368 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tra |
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| June 22, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Translate Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 61-1807780 (State of incorporation or organization) (I.R.S. Employer Identification No.) 29 Hartwell Avenue Lexin |
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| June 18, 2018 |
As filed with the Securities and Exchange Commission on June 18, 2018 Table of Contents As filed with the Securities and Exchange Commission on June 18, 2018 Registration No. |
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| June 18, 2018 |
Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. Translate Bio, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: A resolution was duly adopted by the Board of Directors of the C |
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| June 15, 2018 |
June 15, 2018 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 12, 2018 |
Exhibit 24.2 POWER OF ATTORNEY We, the undersigned officers and directors of Translate Bio, Inc., hereby severally constitute and appoint Ronald C. Renaud, Jr., John R. Schroer and Paul Burgess, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for her or him a |
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| June 12, 2018 |
Translate Bio, Inc. Director Compensation Policy Exhibit 10.19 TRANSLATE BIO, INC. DIRECTOR COMPENSATION POLICY Effective upon the completion of the initial public offering (?IPO?) of Translate Bio, Inc. (the ?Company?), the Company?s non-employee directors shall receive the following compensation for their service as members of the Board of Directors (the ?Board?) of the Company. Director Compensation Our goal is to provide compensation for our |
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| June 12, 2018 |
Exhibit 10.7 TRANSLATE BIO, INC. 2018 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this 2018 Equity Incentive Plan (the ?Plan?) of Translate Bio, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by p |
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| June 12, 2018 |
Exhibit 10.21 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. June 7, 2018 Shire Human Genetics Therapies, Inc. 300 Shire Way Lexington, MA 02421 Attn: General Counsel Re: First Amendment to Asset Purchase Agreement dated December 22, 2016 Dear Clare, Reference is made to the Asset Purchase Agreement by and between |
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| June 12, 2018 |
Form of Underwriting Agreement Exhibit 1.1 Translate Bio, Inc. Shares Common Stock ($0.001 par value per share) Underwriting Agreement New York, New York , 2018 Citigroup Global Markets Inc. Leerink Partners LLC Evercore Group L.L.C. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Leerink Partners LLC 299 Park Avenue, 21st Floor New York, New Yo |
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| June 12, 2018 |
As filed with the Securities and Exchange Commission on June 11, 2018 Table of Contents As filed with the Securities and Exchange Commission on June 11, 2018 Registration No. |
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| June 12, 2018 |
Exhibit 10.20 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. CONFIDENTIAL EXECUTION VERSION Collaboration and License Agreement This Collaboration and License Agreement is executed on June 8, 2018 (the ?Execution Date?) by and between Translate Bio MA, Inc., with offices at 29 Hartwell Ave, Lexington, MA 02421, US |
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| June 8, 2018 |
+1 617 526 6000 (t) +1 617 526 5000 (f) FOIA CONFIDENTIAL TREATMENT REQUEST The entity requesting confidential treatment is: Translate Bio, Inc. |
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| June 1, 2018 |
2016 Stock Incentive Plan, as amended EX-10.4 Exhibit 10.4 2016 STOCK INCENTIVE PLAN OF RANA THERAPEUTICS, INC. TABLE OF CONTENTS PAGE 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 1 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Durat |
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| June 1, 2018 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION RANA THERAPEUTICS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DECEMBER 22, 2016 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 1 |
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| June 1, 2018 |
Letter Agreement, dated August 5, 2016, by and between the Registrant and Thomas G. McCauley, Ph.D. Exhibit 10.12 August 5, 2016 Thomas G. McCauley, PhD Re: Employment Agreement Dear Tom: On behalf of RaNA Therapeutics, LLC (“RaNA” or the “Company”), I am pleased to offer you the position of the Company’s Chief Scientific Officer (“CSO”). The key provisions of this offer is contingent upon full Board approval. Please note this offer is also contingent upon the successful completion of references |
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| June 1, 2018 |
Exhibit 10.13 December 9, 2016 Michael W. Heartlein, Ph.D. Re: Employment Agreement Dear Michael: On behalf of RaNA Therapeutics, Inc. (?RaNA? or the ?Company?), I am pleased to confirm your offer of employment in the position of Head of MRT Technologies. This offer of at-will employment is conditioned upon your satisfactory completion of certain requirements and other events, as more fully explai |
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| June 1, 2018 |
Form of Stock Option Agreement under the 2018 Equity Incentive Plan (Double Trigger Acceleration) EX-10.9 Exhibit 10.9 TRANSLATE BIO, INC. STOCK OPTION AGREEMENT Translate Bio, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2018 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company |
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| June 1, 2018 |
EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF TRANSLATE BIO, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 3 1.7 Quorum 3 1.8 Adjournments 4 1.9 Voting and Proxies 4 1.10 Action at Meeting 5 1.11 Nomination of Directors 5 1.12 Notice of |
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| June 1, 2018 |
Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Translate Bio MA, Inc. Delaware Translate Bio Securities Corporation Massachusetts |
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| June 1, 2018 |
Form of Incentive Stock Option Agreement under the 2016 Stock Incentive Plan Exhibit 10.5 TRANSLATE BIO, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLAN 1. Grant of Option. This Incentive Stock Option Agreement (the “Agreement”) evidences the grant by Translate Bio, Inc., a Delaware corporation (the “Company”), on [ , 20 ] (the “Grant Date”) to [ ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, |
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| June 1, 2018 |
EX-10.15 21 d523294dex1015.htm EX-10.15 Exhibit 10.15 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”), effective the 1st day of June 2012 is entered into by RaNA Therapeutics, Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Consultant”). INTRODUCTION The Company and the Consultant desire to establish the terms and conditions under which the Consultant will |
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| June 1, 2018 |
EX-3.3 5 d523294dex33.htm EX-3.3 Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. (originally incorporated on November 10, 2016 under the name RaNA Therapeutics, Inc.) FIRST: The name of the Corporation is Translate Bio, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wi |
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| June 1, 2018 |
Form of Stock Option Agreement under the 2018 Equity Incentive Plan (Single Trigger Acceleration) Exhibit 10.8 TRANSLATE BIO, INC. STOCK OPTION AGREEMENT Translate Bio, Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2018 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the ?Participant?): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company?s Commo |
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| June 1, 2018 |
Consulting Agreement, dated July 1, 2016, by and between the Registrant and Owen Hughes EX-10.16 Exhibit 10.16 CONSULTING AGREEMENT THIS AGREEMENT effective as of July 1, 2016 (the “Effective Date”), by and between RaNA Therapeutics, Inc., a Delaware limited liability company (the “Company”) with a primary address of 200 Sidney Street, Cambridge, MA 02139, and Owen Hughes (“Consultant”) with a primary address of 31 Candy Hill Lane Sudbury MA 01776. W I T N E S S E T H: WHEREAS, the C |
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| June 1, 2018 |
Exhibit 10.14 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 29 day of June, 2017, between ARE-MA REGION NO. 8, LLC, a Delaware limited liability company (?Landlord?), and RANA DEVELOPMENT, INC., a Delaware corporation (?Tenant?). Building: 29 Hartwell Avenue, Lexington, MA 02421 Premises: The Building (including any loading docks located at the Building), containing approximatel |
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| June 1, 2018 |
June 1, 2018 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 1, 2018 |
EX-10.17 23 d523294dex1017.htm EX-10.17 Exhibit 10.17 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 VIA HAND DELIVERY April 19, 2018 (as revised on April 23, 2018) Thomas G. McCauley, Ph.D. Dear Tom: This letter confirms the terms of our agreement with you concerning your resignation from employment with Translate Bio (the “Company”), effective April 19, 2018 (the “Separation Date”). Not |
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| June 1, 2018 |
Form of Indemnification Agreement with directors and executive officers EX-10.3 Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”) [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of |
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| June 1, 2018 |
Power of Attorney (included on signature page) Table of Contents As filed with the Securities and Exchange Commission on June 1, 2018 Registration No. |
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| June 1, 2018 |
EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.001 COMMON STOCK Certificate Number ZQ00000000 Translate BIO Shares TRANSLATE BIO, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT MR SAMPLE & MRS SAMPLE & MR SAMPLE & MRS SAMPLE is the owner of ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO SEE REVERSE FOR CERTAIN DEFINITION |
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| June 1, 2018 |
EX-10.2 SHIRE CONFIDENTIAL Exhibit 10.2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND SHIRE AG EXCLUSIVE PATENT LICENSE AGREEMENT (M.I.T. Case No. [**]) TABLE OF CONTENTS TABLE OF CONTENTS i RECITALS 1 1. DEFINITIONS. 1 2. GRANT OF RIGHTS. 8 3. COMPANY DILIGENCE OBLIGA |
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| June 1, 2018 |
2018 Employee Stock Purchase Plan EX-10.10 16 d523294dex1010.htm EX-10.10 Exhibit 10.10 TRANSLATE BIO, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN The purpose of this 2018 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Translate Bio, Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), co |
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| June 1, 2018 |
Letter Agreement, dated May 14, 2018, by and between the Registrant and John R. Schroer Exhibit 10.18 200 Sidney Street, Suite 310 Cambridge, MA 02139 P (617) 945 7361 May 14, 2018 John R. Schroer, CFA Re: Employment Agreement Dear John: On behalf of Translate Bio, Inc. (“Translate Bio” or the “Company”), I am pleased to offer you the position of the Company’s Chief Financial Officer (“CFO”). The key provisions of this offer (the “Agreement”) is contingent upon full Board approval. P |
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| June 1, 2018 |
EXECUTION VERSION Exhibit 2.1 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. ASSET PURCHASE AGREEMENT by and between RANA THERAPEUTICS, INC. and SHIRE HUMAN GENETIC THERAPIES, INC. Dated as of December 22, 2016 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE TRANSFERRED ASSETS 1 1.1. Purchase and Sale of |
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| June 1, 2018 |
EX-3.2 4 d523294dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF RANA THERAPEUTICS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 |
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| June 1, 2018 |
Amended and Restated Certificate of Incorporation, as amended, of the Registrant EX-3.1 3 d523294dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RANA THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) RaNA Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”) |
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| June 1, 2018 |
Form of Nonstatutory Stock Option Agreement under the 2016 Stock Incentive Plan Exhibit 10.6 TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLAN 1. Grant of Option. This Nonstatutory Stock Option Agreement (the ?Agreement?) evidences the grant by Translate Bio, Inc., a Delaware corporation (the ?Company?), on [ , 20 ] (the ?Grant Date?) to [ ], an employee, consultant or director of the Company (the ?Participant?), of an option to p |
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| June 1, 2018 |
Letter Agreement, dated October 31, 2014, by and between the Registrant and Ronald C. Renaud, Jr. Exhibit 10.11 October 31, 2014 BY EMAIL Mr. Ronald Renaud Re: Employment Agreement Dear Ron: On behalf of RaNA Therapeutics, LLC (?RaNA? or the ?Company?), I am pleased to offer you the position of the Company?s Chief Executive Officer (?CEO?). The terms of your employment are set forth below. 1. Position. As the Company?s CEO you will report to the Board of Directors of the Company (the ?Board?). |
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| May 18, 2018 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 18, 2018 as Amendment No. |
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| May 18, 2018 |
+1 617 526 6000(t) +1 617 526 5000(f) wilmerhale.com May 18, 2018 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: Translate Bio, Inc. Amendment No. 2 to Confidential Draft Registration Statement on Form S-1 Submitted March 30, 2018 CIK No. 0001693415 Ladies and Gentlemen: On behalf of |
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| May 18, 2018 |
1 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 Exhibit 10.17 29 Hartwell Avenue Lexington, MA 02421 P (617) 945 7361 VIA HAND DELIVERY April 19, 2018 (as revised on April 23, 2018) Thomas G. McCauley, Ph.D. Dear Tom: This letter confirms the terms of our agreement with you concerning your resignation from employment with Translate Bio (the ?Company?), effective April 19, 2018 (the ?Separation Date?). Notwithstanding your resignation from the C |
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| March 30, 2018 |
+1 617 526 6000(t) +1 617 526 5000(f) wilmerhale.com March 30, 2018 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: Translate Bio, Inc. Confidential Draft Registration Statement on Form S-1 Submitted February 9, 2018 CIK No. 0001693415 Ladies and Gentlemen: On behalf of Translate Bio, |
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| March 30, 2018 |
TRANSLATE BIO, INC. STOCK OPTION AGREEMENT Exhibit 10.9 TRANSLATE BIO, INC. STOCK OPTION AGREEMENT Translate Bio, Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2018 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the ?Participant?): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company?s Commo |
