Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2020, Mirati Therapeutics, Inc. ("we," "Mirati" or the "Company")
entered into an amended and restated lease agreement (the "Amended and Restated
Lease") with ARE-SD Region No. 38, LLC (the "Landlord") for the lease of
approximately 118,225 square feet of office and laboratory space located at 3545
Cray Court, San Diego, California 92121 (the "Premises"), for the Company's
future principal executive offices, and laboratory space for research and
development and related uses. The Premises shall be delivered in two phases to
the Company with the initial Premises containing 54,505 square feet and the
subsequent Premises containing 63,720 square feet.
The commencement date of the Amended and Restated Lease is expected to be
March 22, 2021, and the Amended and Restated Lease will have a lease term of 12
years (the "Lease Term"), unless terminated earlier. The Lease Term has an
initial abatement period, and the initial base rent payable will be
approximately $0.6 million per month for the Premises following the abatement
period, which amount will increase by 3% per year over the Lease Term. The
Amended and Restated Lease amends, restates and supersedes in its entirety the
lease agreement dated as of August 22, 2019, by and between the Company and the
Landlord.
The foregoing description of the Amended and Restated Lease does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Amended and Restated Lease, of which a full copy will be filed with the
Securities and Exchange Commission as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020.
Item 8.01 Other Events.
On July 2, 2020, the Company entered into a sales agreement (the "Sales
Agreement") with Cowen and Company, LLC ("Cowen"), pursuant to which the Company
may, from time to time, sell shares of the Company's common stock, par value
$0.001 per share (the "Shares"), having an aggregate offering price of up to
$200,000,000 through Cowen, as the Company's agent and/or principal.
Subject to the terms and conditions of the Sales Agreement, Cowen will use its
commercially reasonable efforts to sell the Shares from time to time, based upon
the Company's instructions. The Company has provided Cowen with customary
indemnification rights, and Cowen will be entitled to a commission of up to 3.0%
of the gross sales price of the Shares sold through it pursuant to the Sales
Agreement.
The Shares will be offered and sold by the Company pursuant to its registration
statement on Form S-3ASR (Registration Statement No. 333-227209) which became
automatically effective upon filing with the Securities and Exchange Commission
(the "SEC") on September 6, 2018. The Shares may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of the effective
registration statement. Sales of the Shares, if any, under the Sales Agreement
may be made in transactions that are deemed to be "at the market offerings" as
defined in Rule 415 under the Securities Act of 1933, as amended, including
sales made by means of ordinary brokers' transactions, including on The Nasdaq
Global Select Market, at market prices or as otherwise agreed with Cowen. The
Company has no obligation to sell any of the Shares, and may at any time suspend
offers under the Sales Agreement or terminate the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete
and is qualified in its entirety by reference to the full Sales Agreement, a
copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference
herein.
This Current Report on Form 8-K does not constitute an offer to sell the Shares
or a solicitation of an offer to buy the Shares, nor shall there be any sale of
the Shares in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Sales Agreement, dated July 2, 2020, between Mirati
Therapeutics, Inc. and Cowen and Company, LLC.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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