Item 1.01. Entry into a Material Definitive Agreement

On April 14, 2020, Brickell Biotech, Inc. a Delaware corporation (the "Company"), entered into an At Market Issuance Sales Agreement (the "Agreement") with Oppenheimer & Co. Inc. as the Company's sales agent (the "Agent"). Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agent shares of the Company's common stock having an aggregate offering price of up to $8,000,000 (the "Shares"). Any Shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-236353).

Sales of the Shares, if any, will be made by means of ordinary brokers' transactions on the Nasdaq Capital Market at market prices or as otherwise agreed by the Company and the Agent. Under the terms of the Agreement, the Company may also sell the Shares from time to time to the Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of the Shares to the Agent as principal would be pursuant to the terms of a separate placement notice between the Company and the Agent.

The foregoing description of the Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Agreement, which is filed as Exhibit 1.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



 Exhibit
   No.      Description of Exhibit
   1.1      At Market Issuance Sales Agreement, dated April 14, 2020, by and
            between the Company and Oppenheimer & Co. Inc.
   5.1      Opinion of Mayer Brown LLP.
  23.1      Consent of Mayer Brown LLP (included as part of Exhibit 5.1).

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