Item 1.01 Entry into a Material Definitive Agreement

On May 19, 2020, Oncternal Therapeutics, Inc. ("Oncternal" or the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with several institutional and accredited investors (including an entity affiliated with David F. Hale, the chairman of the Company's board of directors) for the sale by the Company of 1,943,636 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $2.5725 per share, in a registered direct offering. Concurrently with the sale of the Shares pursuant to the Purchase Agreement, the Company also sold warrants to purchase up to an aggregate of 971,818 shares of Common Stock (the "Warrants"). Subject to certain ownership limitations, the Warrants are immediately exercisable at an exercise price equal to $2.51 per share of Common Stock (the "Exercise Price"), subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five and one-half years from the initial exercise date. The closing of the sales of these securities under the Purchase Agreement occurred on May 21, 2020.

The gross proceeds to the Company from the transactions are $5.0 million, before deducting the placement agent's fees and other estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds from this offering for general corporate purposes, including expenses related to the clinical development and further preclinical development of cirmtuzumab and TK216, preclinical development of its ROR1 CAR-T program, and for working capital purposes.

The Shares (but not the Warrants or shares of Common Stock issuable upon exercise of the Warrants) were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the "SEC") on December 22, 2017 and subsequently declared effective on January 5, 2018 (File No. 333-222268) (the "Registration Statement"), and a related prospectus supplement.

The Warrants and the shares issuable upon exercise of the Warrants are being sold and issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement 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. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of 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 Company also entered into an engagement letter (the "Engagement Letter") on May 15, 2020 with H.C. Wainwright & Co., LLC ("Wainwright"), pursuant to which Wainwright agreed to serve as exclusive placement agent for the issuance and sale of the Shares and Warrants. The Company has agreed to pay Wainwright an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction (other than in connection with a total of 211,776 shares of Common Stock sold to existing stockholders) as well as a management fee equal to 1.0% of the gross proceeds received by the Company from the sale of the securities in the transactions. Pursuant to the Engagement Letter, the Company also issued to Wainwright or its designees warrants to purchase up to 6.0% of the aggregate number of shares of Common Stock sold in the transactions (the "Placement Agent Warrants"). The Engagement Letter has a 12-month tail, a 10-month right of first refusal period, indemnity and other customary provisions for transactions of this nature. The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent Warrants are exercisable for five years from the date of the Purchase Agreement and have an exercise price equal to 125% of the purchase price per Common Share in this offering, or $3.2156 per share . The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. The Company also paid Wainwright $85,000 for non-accountable expenses and $12,900 for clearing fees.

The forms of the Purchase Agreement, the Warrant and the Placement Agent Warrant, as well as the Engagement Letter, are filed as Exhibits 10.1, 4.1, 4.2 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the



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terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and the sale of the Shares is attached as Exhibit 5.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the Warrants and the Placement Agent Warrants and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02.

Item 8.01 Other Events

On May 20, 2020, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits




Exhibit No.      Description

4.1                Form of Warrant

4.2                Form of Placement Agent Warrant

5.1                Legal Opinion of Latham & Watkins LLP

10.1               Form of Securities Purchase Agreement

10.2               Engagement Letter between Oncternal Therapeutics, Inc. and H.C.
                 Wainwright & Co., LLC, dated as of May 15, 2020

23.1               Consent of Latham & Watkins LLP (included in Exhibit 5.1)

99.1               Press Release issued by Oncternal Therapeutics, Inc. on May 20,
                 2020

Cautionary Note Regarding Forward-Looking Statements

Oncternal cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negatives of these terms or other similar expressions. These statements are based on the Company's current beliefs and expectations. These statements are based on the Company's current beliefs and expectations. Forward-looking statements include statements regarding: the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds from the registered direct offering. The inclusion of forward-looking statements should not be regarded as a representation by Oncternal that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties inherent in Oncternal's business, including, without limitation: market and other conditions; and other risks described in the Company's prior press releases as well as in public periodic filings with the U.S. Securities & Exchange Commission. All forward-looking statements in this report are current only as of the date hereof and, except as required by applicable law, Oncternal undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.






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