RIGEL PHARMACEUTICALS,INC. (NASDAQ:RIGL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On May30, 2017, Rigel Pharmaceuticals,Inc. (the Company, we, us,
or our) entered into Amendment No.1 (the Amendment) to the
Controlled Equity OfferingSM Sales Agreement, dated August18,
2015 (the Original Agreement and as so amended, the Sales
Agreement), with Cantor Fitzgerald Co., as sales agent (Cantor),
to which the Company may offer and sell, from time to time,
through Cantor additional shares of the Companys common stock,
par value $0.001 per share (Common Stock), having an aggregate
offering price of up to $40.0 million (such shares, the
Additional Shares). The Additional Shares are in addition to the
shares of Common Stock sold under the Original Agreement. As of
immediately prior to the Amendment, no shares of Common Stock
remained unsold under the Original Agreement. The issuance and
sale of the Additional Shares under the Sales Agreement is
subject to the continued effectiveness of the Companys shelf
registration statement on FormS-3, File No.333-203956, initially
filed with the Securities and Exchange Commission on May7, 2015.
We make no assurance as to the continued effectiveness of this
shelf registration statement.

Under the Sales Agreement, Cantor may sell the Additional Shares
by any method permitted by law and deemed to be an at the market
offering as defined in Rule415 promulgated under the Securities
Act of 1933, as amended. We may instruct Cantor not to sell the
Additional Shares if the sales cannot be effected at or above the
price designated by us from time to time.

We are not obligated to make any sales of the Additional Shares
under the Sales Agreement. The offering of the Additional Shares
to the Sales Agreement will terminate upon the earlier of (a)the
sale of all of the Additional Shares subject to the Sales
Agreement or (b)the termination of the Sales Agreement by Cantor
or the Company, as permitted therein.

We will pay Cantor a commission rate of up to 3.0% of the
aggregate gross proceeds from each sale of the Additional Shares
and have agreed to provide Cantor with customary indemnification
and contribution rights. We will also reimburse Cantor for
certain specified expenses in connection with entering into the
Sales Agreement.

The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to (i)the Original
Agreement, a copy of which was filed as Exhibit10.1 to our
Current Report on Form8-K filed with the Securities and Exchange
Commission on August18, 2015, and (ii)the Amendment which is
filed herewith as Exhibit10.1 to this Current Report on Form8-K,
and in each case incorporated herein by reference.

The opinion of our counsel regarding the validity of the
Additional Shares that may be sold to the Sales Agreement is
filed herewith as Exhibit5.1.

This Current Report on Form8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the Common Stock
discussed herein, nor shall there be any offer, solicitation, or
sale of Common Stock in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

About RIGEL PHARMACEUTICALS, INC. (NASDAQ:RIGL)

Rigel Pharmaceuticals, Inc. is a clinical-stage biotechnology company. The Company is engaged in the discovery and development of targeted drugs in the therapeutic areas of immunology, oncology and immuno-oncology. The Company’s clinical programs include clinical studies of fostamatinib, an oral spleen tyrosine kinase (SYK) inhibitor in a range of indications. It has completed Phase III clinical trial of fostamatinib in chronic immune thrombocytopenia (ITP). The Company is conducting a Phase II clinical study with fostamatinib in autoimmune hemolytic anemia (AIHA) and a Phase II clinical study for IgA nephropathy (IgAN). In addition, the Company has two oncology product candidates under development. The Company’s product pipeline also includes R348, which is a topical ophthalmic Janus kinase (JAK)/SYK inhibitor indicated for patients with ocular graft-versus-host disease (GvHD). R348 reduces inflammation and limits the damage to the eye tissue caused by the disease.

RIGEL PHARMACEUTICALS, INC. (NASDAQ:RIGL) Recent Trading Information

RIGEL PHARMACEUTICALS, INC. (NASDAQ:RIGL) closed its last trading session down -0.01 at 2.38 with 290,986 shares trading hands.