MIRATI THERAPEUTICS,INC. (TSE:MYG) Files An 8-K Other Events
Item8.01 Other Events.
On January6, 2017, Mirati Therapeutics,Inc. (we, Mirati or the
Company) entered into an underwriting agreement (the Underwriting
Agreement) with Leerink Partners LLC (the Underwriter), to which
we agreed to issue and sell an aggregate of (i)4,350,176 shares
of our common stock, par value $0.001 per share (the Shares), and
(ii)pre-funded warrants to purchase 7,258,263 shares of our
common stock (the Pre-Funded Warrants). The Pre-Funded Warrants
will be exercisable at an exercise price of $0.001 per share. The
Shares will be sold at a public offering price of $5.60 per
Share. The Pre-Funded Warrants will be sold at a public offering
price of $5.599 per Pre-Funded Warrant, which represents the per
share public offering price for the common stock less the $0.001
per share exercise price for each such Pre-Funded Warrant. Under
the terms of the Underwriting Agreement, we granted the
Underwriter an option, exercisable for 30 days, to purchase up to
an additional 652,526 shares of our common stock. The offering is
scheduled to close on or about January11, 2017, subject to
customary closing conditions.
We estimate that gross proceeds we will receive from the offering
will be approximately $65.0 million, before deducting the
Underwriters discounts and estimated offering expenses payable by
us, and assuming no exercise of the option to purchase additional
shares.
The Underwriting Agreement contains customary representations,
warranties and agreements by us, customary conditions to closing,
indemnification obligations of us and the Underwriter, including
for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
The offering was made to our effective registration statement on
FormS-3 (Registration Statement No.333-207848) previously filed
with the Securities and Exchange Commission (SEC) and a related
prospectus. The Underwriting Agreement is filed as Exhibit1.1 to
this report and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such
exhibit. A copy of the opinion of Cooley LLP relating to the
legality of the issuance and sale of the securities in the
offering is attached as Exhibit5.1 hereto.
On January5, 2017, we issued a press release announcing that we
had commenced the offering. On January6, 2017, we issued a press
release announcing that we had priced the offering. Copies of
these press releases are attached as Exhibits 99.1 and 99.2
hereto, respectively
Item9.01 Financial Statements and
Exhibits.
(d)Exhibits
|
ExhibitNo. |
|
Description |
|
1.1 |
Underwriting Agreement, dated January6, 2017. |
|
|
4.1 |
Formof Pre-Funded Warrant. |
|
|
5.1 |
Opinion of Cooley LLP. |
|
|
23.1 |
Consent of Cooley LLP (included in Exhibit5.1). |
|
|
99.1 |
Press release, dated January5, 2017. |
|
|
99.2 |
Press release, dated January6, 2017. |
Forward-Looking Statements
Certain statements contained in this report, other than
statements of fact that are independently verifiable at the
date hereof, may constitute forward-looking information and
forward-looking statements (collectively forward-looking
statements within the meaning of applicable securities laws).
Such statements, based as they are on the current expectations
of management of Mirati and upon what management believes to be
reasonable assumptions based on information currently available
to it, inherently involve numerous risks and uncertainties,
known and unknown, many of which are beyond Miratis control.
Such statements can usually be identified by the use of words
such as may, would, believe, intend, plan, anticipate, estimate
and other similar terminology, or state that certain actions,
events or results may or would be taken, occur or be achieved.
Forward-looking statements in this report include, but are not
limited to, statements related to Miratis expectations
regarding the completion, timing and size of its public
offering of securities, and the expected gross proceeds from
the offering.
Whether actual results and developments will conform with
Miratis expectations and predictions is subject to a number of
risks, assumptions and uncertainties, many of which are beyond
Miratis control, and the effects of which can be difficult to
predict. These risks include those associated with market risks
and uncertainties and the satisfaction of customary closing
conditions for an offering of securities, as well as those
inherent in drug development, whether Mirati will be able to
obtain financing when needed or on favorable terms, and other
risks described in Miratis filings with the SEC. In evaluating
any forward-looking statements in this report, Mirati cautions
readers not to place undue reliance on any forward-looking
statements. Unless otherwise required by applicable securities
laws, Mirati does not intend, nor does it undertake any
obligation, to update or revise any forward-looking statements
contained in this report to reflect subsequent information,
events, results or circumstances or otherwise.
About MIRATI THERAPEUTICS, INC. (TSE:MYG)
Mirati Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on developing a pipeline of targeted oncology products. The Company’s clinical pipeline consists of three product candidates: MGCD265, MGCD516 and mocetinostat. MGCD265 and MGCD516 are orally-bioavailable, spectrum-selective kinase inhibitors. Both MGCD265 and MGCD516 are in development to treat patients with non-small cell lung cancer (NSCLC), and other solid tumors. MGCD265 is in Phase Ib clinical development and MGCD516 is in the dose escalation phase of Phase I clinical development. Mocetinostat is an orally-bioavailable, spectrum-selective histone deacetylase (HDAC), inhibitor, which is in Phase II development. Mocetinostat is being developed for the second line treatment of patients with bladder cancer and non-hodgkins lymphoma (NHL), specifically focusing on diffuse large B-cell lymphoma (DLBCL), and follicular lymphoma (FL). MIRATI THERAPEUTICS, INC. (TSE:MYG) Recent Trading Information
MIRATI THERAPEUTICS, INC. (TSE:MYG) closed its last trading session at 0.0000 with shares trading hands.