Stemline Therapeutics,Inc. (NASDAQ:STML) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January15, 2019, Stemline Therapeutics,Inc. (“Stemline” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”). to the Underwriting Agreement, the Company agreed to sell to the Underwriters, in a firm commitment underwritten public offering, 8,888,889 shares (the “Firm Shares”) of the Company’s common stock, $.0001 par value per share (“Common Stock”), at a price to the public of $9.00 per share, less underwriting discounts and commissions. Due to demand, this offering was upsized from the previously announced 6,600,000 shares. In addition, to the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,333,333 shares of Common Stock (the “Additional Shares,” together with the Firm Shares, the “Shares”). The transactions contemplated by the Underwriting Agreement are expected to close on January18, 2019, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is attached hereto as Exhibit1.1 and is incorporated by reference herein.
J.P. Morgan Securities LLC and Cowen and Company, LLC are acting as joint book-running managers for the offering.
The net proceeds to the Company are expected to be approximately $80,000,000, assuming no exercise of the option to purchase Additional Shares and after deducting underwriting discounts and commissions and estimated expenses payable by the Company associated with the offering.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
Alston& Bird LLP, counsel to the Company, delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit5.1 and is incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are filed as a part of this report:
STEMLINE THERAPEUTICS INC Exhibit
EX-1.1 2 a19-2950_1ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION STEMLINE THERAPEUTICS,…
To view the full exhibit click here
About Stemline Therapeutics,Inc. (NASDAQ:STML)
Stemline Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing oncology therapeutics. The Company is developing approximately three clinical stage product candidates, including SL-401, SL-701 and SL-801. SL-401 is a targeted therapy directed to the interleukin-3 receptor (IL-3R) (CD123), present on a range of hematologic cancers. SL-401 consists of IL-3 recombinantly fused to a truncated diphtheria toxin payload. SL-701 is an immunotherapy designed to activate the immune system to attack tumors. SL-701 comprises various short synthetic peptides that correspond to epitopes of targets, including IL-13 receptor subunit alpha-2 (IL-13Ra2), ephrin type-A receptor 2 (EphA2) and survivin, present on brain cancer. SL-801 is an oral, small molecule that reversibly inhibits Exportin-1 (XPO1), also known as Chromosome Region Maintenance-1 (CRM-1), a nuclear transport protein.