Item 1.01. Entry into a Material Definitive Agreement
On
The 19,551,124 shares of Common Stock sold in the Registered Direct Offering
were offered and sold by the Company directly to the Investors, without a
placement agent, underwriter, broker or dealer, pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-237844) declared effective by
the
Under the Purchase Agreement, subject to certain exceptions, the Company is subject to lock-up restrictions on the issuance and sale of our securities for 60 days following the closing of the Registered Direct Offering. Additionally, under the Purchase Agreement, subject to certain exceptions, the Company is prohibited from effecting or entering into an agreement to effect any "variable rate transactions" as defined in the Purchase Agreement for a period of five years following the closing of the Registered Direct Offering.
In addition, each Investor has agreed that such Investor will not, during the
period commencing on the date of the Purchase Agreement and ending on the
earlier of (i) the calendar day immediately following the date established by
the Company's board of directors as the record date for the Company's special
meeting of stockholders to be held on
In connection with the Registered Direct Offering, we have agreed to pay
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the Company and the Investors. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the Company and the Investors and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by references to the full text of the Purchase Agreement, the form of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the opinion of
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 5.1 Opinion ofMorgan, Lewis & Bockius LLP . 10.1 Form of Purchase Agreement, dated as ofJanuary 7, 2021 , by and amongOnconova Therapeutics, Inc. and the investors party thereto. 23.1 Consent ofMorgan, Lewis & Bockius LLP (contained in Exhibit 5.1). 99.1 Press release datedJanuary 7, 2021 .
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