Gritstone bio, Inc. (Nasdaq: GRTS), a clinical-stage biotechnology company working to develop the world’s most potent vaccines, today announced the pricing of an approximately $32.5 million underwritten public offering of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and accompanying common warrants to purchase common stock (or pre-funded warrants to purchase common stock in lieu thereof), before deducting underwriting discounts and commissions and offering expenses.

The offering consists of (i) 8,333,333 shares of common stock and accompanying common warrants to purchase up to 8,333,333 shares of common stock at a per share exercise price of $1.65 (provided, however, that the purchaser may elect to exercise the common warrants for pre-funded warrants in lieu of shares of common stock at an exercise price of $1.65 minus $0.0001, the exercise price of each pre-funded warrant), at a combined public offering price of $1.50 per share and accompanying common warrant and (ii) to a certain investor in lieu of common stock, pre-funded warrants to purchase up to 13,334,222 shares of common stock at a per share exercise price of $0.0001 and accompanying common warrants to purchase up to 13,334,222 shares of common stock at a per share exercise price of $1.65 (provided, however, that the purchaser may elect to exercise the common warrants for pre-funded warrants in lieu of shares of common stock at an exercise price of $1.65 minus $0.0001, the exercise price of each pre-funded warrant) at a combined public offering price of $1.4999 per pre-funded warrant and accompanying common warrant, which represents the per share combined purchase price for the common stock and accompanying common warrants less the $0.0001 per share exercise price for each such pre-funded warrant. The accompanying common warrants will be immediately exercisable for shares of common stock or pre-funded warrants in lieu thereof, and will expire on the twelve-month anniversary of the date of issuance. All of the shares of common stock, accompanying common warrants and pre-funded warrants are being offered by Gritstone bio. The offering is expected to close on or about April 4, 2024, subject to the satisfaction of customary closing conditions.

TD Cowen and Evercore ISI are acting as the joint book-running managers for the offering.

The securities are being offered by Gritstone bio pursuant to a registration statement on Form S-3 (File No. 333-263455) previously filed and declared effective by the Securities and Exchange Commission (“SEC”). A final prospectus supplement and accompanying base prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus may also be obtained, when available, from: TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Gritstone bio

Gritstone bio, Inc. (Nasdaq: GRTS) is a clinical-stage biotechnology company that aims to develop the world’s most potent vaccines. We leverage our innovative vectors and payloads to train multiple arms of the immune system to attack critical disease targets. Independently and with our collaborators, we are advancing a portfolio of product candidates to treat and prevent viral diseases and solid tumors in pursuit of improving patient outcomes and eliminating disease. 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current beliefs and expectations of management and include, but are not limited to, statements regarding the timing for closing of the offering, the satisfaction of customary closing conditions related to the offering and sale of securities and the Company’s ability to complete the offering. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the Company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results, levels of activity, safety, performance or events and circumstances could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of factors, including risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the underwritten public offering, the uncertainties inherent in the drug development process, including the Company’s programs’ clinical stage of development, the process of designing and conducting preclinical and clinical trials, the regulatory approval processes, the timing of regulatory filings, the challenges associated with manufacturing drug products, the Company’s ability to successfully establish, protect and defend its intellectual property and other matters that could affect the sufficiency of existing cash to fund operations, and other risks and uncertainties described under the heading “Risk Factors” in documents the Company files from time to time with the SEC, including the Company’s annual report on Form 10-K filed on March 5, 2024, and its other SEC filings. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein.

Gritstone bio ContactsInvestors:George E. MacDougallGritstone bio, Inc.ir@gritstone.com

Media:Dan Budwick1AB(973) 271-6085dan@1abmedia.com

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