Item 1.01 Entry into a Material Definitive Agreement.
On
Under the Sale Agreement, the Company will set the parameters for the sale of
shares, including the number of shares to be issued, the time period during
which sales are requested to be made, limitation on the number of shares that
may be sold in any one trading day and any minimum price below which sales may
not be made. Subject to the terms and conditions of the Sale Agreement,
Jefferies may sell the shares by methods deemed to be an "at the market
offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of
1933, as amended, including sales made directly on The Nasdaq Capital Market or
on any other existing trading market for the common stock. Jefferies will use
commercially reasonable efforts in conducting such sales activities consistent
with its normal trading and sales practices, applicable state and federal laws,
rules and regulations and the rules of
The compensation to Jefferies for sales of the Company's common stock will be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the Sale Agreement. The Company has no obligation to sell any shares under the Sale Agreement, and may at any time suspend solicitation and offers under the Sale Agreement.
The shares will be issued pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333-251161) (the "Registration Statement"),
filed with the
The foregoing description of the Sale Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Open Market Sale AgreementSM, dated as ofJanuary 15, 2021 , by and betweenCTI BioPharma Corp. andJefferies LLC . 5.1 Opinion ofGibson, Dunn & Crutcher LLP 23.1 Consent ofGibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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