Item 1.01 Entry into a Material Definitive Agreement.
On
As previously disclosed on our Current Report on Form 8-K filed with the
In addition, in connection with the offering, we have agreed to pay Wainwright
(a) a management fee equal to 1.0% of the gross proceeds raised in the offering;
(b)
We also have agreed to issue to Wainwright (or its designees) placement agent
warrants to purchase up to 1,383,126 shares of Common Stock ("Placement Agent
Warrants"), which represents a number of shares of Common Stock equal to 5.0% of
the aggregate number of shares of Common Stock sold in the offering. Each
Placement Agent Warrant will have an exercise price of
Additionally, we have granted to Wainwright, subject to certain conditions, a twelve-month right of first refusal with respect to additional raises of funds by us. In addition, if any investor introduced to us by Wainwright participates in a capital raising transaction during the eight months following termination or expiration of our engagement of Wainwright, we have agreed to pay to Wainwright the cash compensation described herein in connection with capital provided by such investor.
The net proceeds to us from the offering, after deducting Wainwright's placement
agent fees and expenses and other estimated offering expenses payable by us,
were approximately
The shares of Common Stock and Placement Agent Warrants (and the shares of
Common Stock issuable upon exercise of the Placement Agent Warrants) are offered
and sold pursuant to a prospectus dated
The Purchase Agreements contain representations and warranties that the parties
made to, and solely for the benefit of, the other in the context of all of the
terms and conditions of that agreement and in the context of the specific
relationship between the parties. The provisions of the Purchase Agreements,
including the representations and warranties contained therein, are not for the
benefit of any party other than the parties to such agreements. Rather,
investors and the public should look to other disclosures contained in our
filings with the
The descriptions of terms and conditions of the Purchase Agreements and the Placement Agent Warrants set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the form of Placement Agent Warrant, which are attached hereto as Exhibits 10.1 and 4.1, respectively, and incorporated herein by reference.
A copy of the opinion of
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 4.1 Form of Placement Agent Warrant 5.1 Opinion ofMorgan, Lewis & Bockius LLP 10.1 Form of Securities Purchase Agreement, dated as ofDecember 31, 2019 , amongOnconova Therapeutics, Inc. and the Purchasers named therein 23.1 Consent ofMorgan, Lewis & Bockius LLP (included in Exhibit 5.1) 99.1 Press release ofOnconova Therapeutics, Inc. issued onDecember 31, 2019 99.2 Press release ofOnconova Therapeutics, Inc. issued onJanuary 3, 2020
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