RIGEL PHARMACEUTICALS,INC. (NASDAQ:RIGL) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement.
On October4, 2017, Rigel Pharmaceuticals,Inc. provided notice to Cantor Fitzgerald& Co. that it was terminating its Controlled Equity OfferingSMSales Agreement, dated as of August18, 2015, as amended by that Amendment No.1 dated May30, 2017, or the Amended Cantor Agreement, to Section13(b)of the Amended Cantor Agreement. The termination of the Cantor Agreement will be effective on October11, 2017.
The Sales Agreement is filed as Exhibit10.1 to our Current Report on Form8-K filed with the U.S. Securities and Exchange Commission, or the SEC, on August18, 2015, and the Amendment No.1 thereto is filed as Exhibit10.1 to our Current Report on Form8-K filed with the SEC on May30, 2017. The descriptions of the Sales Agreement and Amendment No.1 thereto do not purport to be complete and are qualified in their entirety by reference to the Cantor Agreement and Amendment filed therewith as an exhibit to such Current Reports on Form8-K.
Item 1.02. Other Events.
On October4, 2017, we entered into an underwriting agreement, or the Underwriting Agreement, with JefferiesLLC and BMO Capital Markets Corp., as representatives of the several underwriters named therein, collectively, the Underwriters, relating to the public offering, issuance and sale of 18,100,000 shares of our common stock, par value $0.001 per share, or the Common Stock. The price to the public in this offering is $3.35 per share, and the Underwriters have agreed to purchase the shares from us to the Underwriting Agreement at a price of $3.149 per share. Under the terms of the Underwriting Agreement, we also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,715,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to us from this offering are expected to be $60.6 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by us, or $69.7 million if the Underwriters exercise in full their option to purchase additional shares of Common Stock. The offering is expected to close on October10, 2017, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of us and the Underwriters, 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The offering is being made to our effective registration statements on FormS-3 and an accompanying prospectus (Registration Statement Nos.333-203956 and 333-220821) previously filed with the SEC and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit1.1 to this report, and the description of the material 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 shares in the offering is attached as Exhibit5.1 hereto.
Item 1.02. Financial Statements and Exhibits.