ArQule, Inc. (NASDAQ:ARQL) Files An 8-K Entry into a Material Definitive Agreement

ArQule, Inc. (NASDAQ:ARQL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On July 10, 2018, we entered into an Underwriting Agreement (the “Underwriting Agreement”) with Leerink Partners LLC, as representative for the several underwriters listed therein (collectively the “Underwriters”), providing for the offer and sale of 11 million shares of common stock at a price to the public of $5.50 per share before discounts and commissions. In addition, we granted the Underwriters a 30-day option to purchase up to an additional 1.65 million shares of common stock. The Underwriters exercised this option in full on July 11, 2018. The closing of the offering occurred on July 13, 2018.

We conducted the offering using our effective Registration Statement on Form S-3 (File No.333-213456)(the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”), and a prospectus supplement filed with the SEC.

The Underwriting Agreement contains customary representations, warranties and covenants by us, customary conditions to closing, indemnification obligations of ArQule, Inc. and the underwriters, including with respect to liabilities under the Securities Act of 1933, as amended, as well as customary termination provisions.

to the Underwriting Agreement, our directors and executive officers entered into agreements in substantially the form agreed to by the Underwriters providing for a 90-day “lock-up” period with respect to sales of our common stock, subject to certain exceptions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein.

The legal opinion of Arnold & Porter relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 1.01. Other Events.

Press releases dated July 10, 2018 and July 11, 2018 are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 1.01. Financial Statements and Exhibits.

Exhibit 1.1—Underwriting Agreement dated July 10, 2018, by and between ArQule, Inc. and Leerink Partners LLC, as representative for the several underwriters listed therein

Exhibit 5.1—Opinion of Arnold & Porter Kaye Scholer LLP

Exhibit 23.1—Consent of Arnold & Porter Kaye Scholer LLP (filed with Exhibit 5.1)

Exhibit 99.1—Press Release dated July 10, 2018

Exhibit 99.2—Press Release dated July 11, 2018

EX-1.1 2 tv498519_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   ArQule,…
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About ArQule, Inc. (NASDAQ:ARQL)

ArQule, Inc. is a biopharmaceutical company. The Company is engaged in the research and development of therapeutics to treat cancers and rare diseases. These drugs focuses on the biological pathways implicated in a range of cancers and certain non-oncology indications. Its clinical-stage pipeline consists of over four drug candidates, all of which are in targeted patient populations. The Company’s lead product candidate is tivantinib (ARQ 197), an orally administered, small molecule inhibitor of the c-Met receptor tyrosine kinase (MET) and its biological pathway. The Company’s product candidates include ARQ 092, designed to inhibit the AKT serine/threonine kinase; ARQ 087, a multi-kinase inhibitor designed to inhibit the fibroblast growth factor receptor (FGFR) family, and ARQ 761, a Beta lapachone analog being evaluated in investigator-sponsored testing as a promoter of NQO1-mediated programmed cancer cell necrosis.

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