Atara Biotherapeutics, Inc. 8-K

What Happened

• On February 20, 2026, Atara Biotherapeutics announced an amendment to its Purchase and Sale Agreement with HCR Molag Fund, L.P. The amendment moves the due date of a one‑time $9.0 million cash payment tied to a Pierre Fabre milestone from June 30, 2026 to January 1, 2028. In connection with the amendment, Atara issued a warrant to HCR to purchase up to 400,000 shares of common stock. The company also filed a press release titled “Atara Biotherapeutics Provides a Business Update” on February 23, 2026.

Key Details

• Amendment date: February 20, 2026; original Purchase and Sale Agreement dated December 20, 2022.
• $9.0 million milestone payment deadline changed from June 30, 2026 to January 1, 2028 (payment tied to the Amended and Restated Commercialization Agreement with Pierre Fabre).
• Warrant: up to 400,000 shares; $0.0001 exercise price per share; immediately exercisable; no expiration; 4.99% beneficial ownership cap; cashless exercise option available.
• The warrant issuance is reported under the filing’s unregistered sales of equity securities disclosure.

Why It Matters

• Timing of cash inflow: The amendment delays a $9.0M payment by about 2.5 years, which affects when Atara will receive that cash (now due Jan 1, 2028 instead of June 30, 2026).
• Potential dilution: The issued warrant allows purchase of up to 400,000 shares at a nominal price and may dilute existing shareholders if exercised (subject to the 4.99% cap and cashless exercise provision).
• Disclosure and transparency: The company documented the agreement amendment and the warrant issuance in an 8-K and issued a related business update press release, giving investors the formal details for review.