Dec 192020

Statement on Form S-8) to the Securities and Exchange Commission (SEC) regarding an equivalent position or liquidation or acceptance of an appeal position equivalent within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act) and the SEC rules and regulations adopted regarding , all shares of the company`s capital stock or securities that may be converted into that stock capital, either achievable or interchangeable for this stock of capital, or publicly announce the intention to make such a transaction for a period from the date of the transaction up to 60 days after the date of the insurance contract (this period, period of lockout). Translate Bio, Inc., a company organized under Delaware state law (the company), offers to sell to insurers cited in Schedule I (the underlyings) for which you (agents) represent you, 5.681.819 common shares, $0.001 common value per share (Common Stock) of the company and the company`s shareholder (sales shareholder) (In-Schedule II), proposes, subject to the terms of the current insurance agreement (this agreement) 6,824,992 shares of common shares for sale to insurers (these shares) are issued and sold by the company, and the holder of shares for sale is referred to as underwritten Securities). The Company proposes to give insurers an option to purchase up to 1,876,021 additional shares of the common stock (option securities; option securities, as well as underwritten securities, as follows referred to as securities). To the extent that there are no additional insurers mentioned in Schedule I, with the exception of you, the term used here means “representing” you as an insurer, and the terms representative and insurer are either singular or plural, as the context requires. This letter will be addressed to you as part of the proposed insurance agreement (the Insurance Agreement), between Translate Bio, Inc., a Delaware company (the Company) and each of you as a representative of a group of underwriters named (the-offering) that refers to a signed public offering of common shares, $0.001 par value per share (ordinary share) that relates to the company(the offer). (i) The interactive data contained in the eXtensible Business Reporting Language (XBRL), introduced by reference to the registration statement, interim prospectus and prospectus, appropriately presents the information requested in all essential aspects and has been established in accordance with applicable SDC rules and guidelines. (b) The sale of the securities to be sold by the selling shareholder under this agreement and compliance with that agreement by the selling shareholder and compliance with the transactions provided for in that term (i) are not inconsistent with a violation or violation of any of the conditions or provisions or provisions of a possible or standard. , mortgage, fiduciary deed, loan contract, leasing or any other agreement or instrument in which the holder of the selling shares participates or in which the holder of the seller shareholding is bound or to which the property or wealth of the bearer of the selling actuator is bound, (ii) does not result in a violation of the provisions of the foundation certificate or the status of the selling shareholder (or a similar applicable organisational document) or (iii) does not result in a violation of any of the statutes or , an injunction, rule or settlement of a court, government authority or authority responsible for the selling shareholder or any of its subsidiaries, or an asset or asset of the holder of selling securities, except for (i) and (iii) for such a conflict, violation or violation that would not have a material impact on the ability of the selling shareholder to complete these transactions; the authorization, approval, designation, registration or characterization of such a court or a state agency or agency is not necessary to fulfill by the selling shareholder its obligations under this agreement and to conclude by the selling shareholder the transactions provided for by this agreement concerning the securities to be sold by the selling shareholder.

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