ONCOGENEX PHARMACEUTICALS, INC. (NASDAQ:OGXI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Section9.1(b) of the Merger Agreement previously provided that the Merger Agreement could be terminated by either OncoGenex or Achieve prior to the First Merger if the Merger was not consummated by July31, 2017, subject to certain exceptions. As a result of the mutual agreement of OncoGenex and Achieve, on July19, 2017, Section9.1(b) of the Merger Agreement was amended to provide that the Merger Agreement can be terminated by either OncoGenex or Achieve prior to the First Merger if the Merger is not consummated by August31, 2017, subject to certain exceptions.

The amendment to the Merger Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Additional Information for Stockholders

The following information supplements the Proxy Statement/Prospectus/Information Statement of OncoGenex and Achieve filed by OncoGenex to Rule 424(b) with the Securities and Exchange Commission on June13, 2017 (the “Proxy Statement/Prospectus/Information Statement”) relating to the Merger of OncoGenex and Achieve, and should be read in conjunction with the Proxy Statement/Prospectus/Information Statement. Capitalized terms not defined here are defined in the Proxy Statement/Prospectus/Information Statement.

Update on Background of the Merger (beginning on page 81 of the Proxy

Statement/Prospectus/Information Statement)

Page 97 of the Proxy Statement/Prospectus/Information Statement is supplemented as follows:

During the fourth quarter of 2016 and early January 2017, Mr.Cormack, Ms.Griffin and Mr.Stewart discussed the executive management of the combined company. They believed that Mr.Stewart should serve as the Chief Executive Officer of the combined company due to his prior executive experience at public companies and historical knowledge and experience advancing the development of cytisine; Dr.Clarke should serve as the Chief Scientific Officer of the combined company due to his deep knowledge and understanding of cytisine; Dr.Jacobs should serve as the Chief Medical Officer of the combined company due to her extensive experience advancing product candidates through clinical trials and her deep knowledge and understanding of apatorsen; and Mr.Bencich should serve as the Chief Financial Officer of the combined company due to his extensive experience serving as the chief financial officer of public life science companies.

Update on Certain Financial Forecasts of OncoGenex Utilized in Connection with the Merger (beginning on page 102 of the Proxy Statement/Prospectus/Information Statement)

Page 103 of the Proxy Statement/Prospectus/Information Statement is supplemented as follows:

OncoGenex also provided MTS Securities with non-POS adjusted free cash flow projections of OncoGenex, which were materially consistent with the non-POS adjusted net income (loss) projections. With respect to projected cash flows related to an apatorsen partnership, OncoGenex management assumed, based on their experience, (a)milestone payments of: (i)no upfront payment and $5.0 million payment upon Phase 3 completion in 2020; (ii)$12.0 million payment upon receipt of FDA approval in 2021; and (iii)$8.0 million payment upon receipt of EMA approval in 2021; and (b)royalty rates of: (i)16% of sales up to $250.0 million; (ii)18% of sales between $250.0 million and $500.0 million; (iii)20% of sales between $500.0 million and $750.0 million; and (iv)22% of sales above $750.0 million.

Update on Certain Financial Forecasts of Achieve Utilized in Connection with the Merger (beginning on page 104 of the Proxy Statement/Prospectus/Information Statement)

Page 105 of the Proxy Statement/Prospectus/Information Statement is supplemented as follows:

OncoGenex also provided MTS Securities with POS adjusted and non-POS adjusted free cash flow projections of Achieve, which were materially consistent with the POS adjusted and non- POS adjusted net income (loss) projections.

Contingent Value Rights Issuance

As previously announced and as described further in the Proxy Statement/Prospectus/Information Statement, OncoGenex will issue contingent value rights (“CVRs”) to existing OncoGenex stockholders prior to the completion of the First Merger. One CVR will be issued for each share of OncoGenex common stock outstanding as of the record date for such issuance. OncoGenex’s Board of Directors set July27, 2017 as the record date for the issuance of CVRs, and expects to issue the CVRs on July31, 2017.

Item 1.01 Financial Statements and Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER

This communication is being made in respect of the proposed merger involvingOncoGenex Pharmaceuticals, Inc.andAchieve Life Science, Inc.OncoGenex filed a registration statement on Form S-4 (File No.333-216961) with theSEC, which contains a proxy statement/prospectus/information statement, and plans to file with theSECother documents regarding the proposed transaction. The registration statement was declared effective on June13, 2017. The final proxy statement/prospectus/information statement was sent to the stockholders of OncoGenex and Achieve. The final proxy statement/prospectus/information statement contains information about OncoGenex, Achieve, the proposed merger and related matters.STOCKHOLDERS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER

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AND RELATED MATTERS.In addition to receiving the final proxy statement/prospectus/information statement and proxy card by mail, stockholders are also able to obtain the final proxy statement/prospectus/information statement, as well as other filings containing information about OncoGenex, without charge, from theSEC’swebsite (http://www.sec.gov) or, without charge, by directing a written request to:OncoGenex Pharmaceuticals, Inc.,19820 North Creek Parkway,Suite 201, Bothell, WA98011, Attention: Investor Relations or toAchieve Life Science, Inc.,30 Sunnyside Avenue,Mill Valley, CA94941, Attention:Rick Stewart.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.

PARTICIPANTS IN SOLICITATION

OncoGenex and its executive officers and directors may be deemed to be participants in the solicitation of proxies from OncoGenex’s stockholders with respect to the matters relating to the proposed merger. Achieve and its officers and directors may also be deemed a participant in such solicitation. Information regarding interests that OncoGenex, Achieve and the executive officers or directors of OncoGenex or Achieve have in the proposed merger is set forth in the final proxy statement/prospectus/information statement that OncoGenex filed with theSECon June13, 2017 in connection with its stockholder vote on matters relating to the proposed merger. Additional information regarding OncoGenex’s executive officers and directors is available in OncoGenex’s proxy statement on Schedule 14A, filed with theSEConApril 21, 2016. Stockholders are able to obtain this information by reading the final proxy statement/prospectus/information statement.

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ONCOGENEX PHARMACEUTICALS, INC. Exhibit
EX-10.1 2 d413646dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Amendment No. 2 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made as of July 19,…
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About ONCOGENEX PHARMACEUTICALS, INC. (NASDAQ:OGXI)

OncoGenex Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company engaged in the development and commercialization of therapies that address treatment resistance in cancer patients. The Company’s segment is dedicated to the development and commercialization of cancer therapies, with operations located in Canada and the United States. The Company’s product candidates include Custirsen, Apatorsen and OGX-225. The Company is focused on targeting these particular proteins to disable the tumor cell’s adaptive defenses, thereby rendering the tumor cells susceptible to attack with a range of cancer therapies. Of these product candidates, Custirsen and Apatorsen are clinical-stage assets. Custirsen is being evaluated in two Phase III trials. Apatorsen is a product candidate designed to inhibit production of heat shock protein 27 (Hsp27). OGX-225 is a product candidate designed to inhibit the production of Insulin Growth Factor Binding Proteins-2 and -5 (IGFBP-2, IGFBP-5).