Atara Biotherapeutics Inc美股招股说明书(2025-05-15版)

834,237 Shares of Common StockPre-FundedWarrants to Purchase1,587,108 Shares of Common Stock We are offering 834,237 shares of our common stock andpre-fundedwarrants to purchase up to 1,587,108 shares of our common stock. The purchaseprice of each share of common stock is $6.61 per share, and the purchase price of eachpre-fundedwarrant equals $6.6099, the price per share at whichshares of our common stock are being sold to purchasers in this offering minus $0.0001, multiplied by the number of shares subject to the warrant. Thepre-fundedwarrants will be immediately exercisable, subject to limitations described in the section “Description ofPre-FundedWarrants—Exercisability,” and the exercise price of eachpre-fundedwarrant equals $0.0001 per share. This prospectus supplement also relates to the offering ofthe shares of our common stock issuable upon the exercise of suchpre-fundedwarrants. Our common stock is listed on The Nasdaq Global Select Market under the symbol “ATRA.” On May14, 2025, the last reported sale price of ourcommon stock on The Nasdaq Global Select Market was $6.61 per share. There is no established public trading market for thepre-fundedwarrants, andwe do not expect a market to develop. In addition, we do not intend to list thepre-fundedwarrants on The Nasdaq Global Select Market or any othernational securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of thepre-fundedwarrants will belimited. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-7of this prospectussupplement and “Risk Factors” beginning on page 6 of the accompanying prospectus and in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. TD Cowen Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDESCRIPTION OFPRE-FUNDEDWARRANTSMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO INVESTORSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN INFORMATION BY REFERENCE We have not, and the underwriter has not, authorized anyone to provide you with any information or to make any representation, otherthan those contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, which together wesometimes refer to generally as the prospectus, or in any free writing prospectus prepared by us or on our behalf or to which we have referredyou. We and the underwriter take no responsibility for, and provide no assurance as to the reliability of, any other information that others maygive you. This prospectus supplement and the accompanying prospectus are an offer to sell only the shares of our common stock andpre-fundedwarrants offered hereby, but only in circumstances and in jurisdictions where it is lawful to so do. The information contained orincorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date of the respectivedocument in which the information appears, regardless of the time of delivery of this prospectus supplement and the accompanying prospectusor of any sale of our common stock orpre-fundedwarrants. For investors outside the United States: neither we nor the underwriter has not done anything that would permit this offering or thepossession or distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus that we have authorizedfor use in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United Table of Contents States. Persons outside the United States who come into possession of this prospectus supplement, the accompanying prospectus and any freewriting prospectus that we have authorized for use in connection with this offering must inform themselves about, and observe any restrictionsrelating to, this offering and the distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectus thatwe have authorized for use in connection with this offering outside the United States. This prospectus supplement and the accompanyingprospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offeredb