Item 1.01 Entry into a Material Definitive Agreement.
On
The gross proceeds to the Company from the Offering were approximately
The Offering is being made pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-265297) initially filed with the
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Copies of the Underwriting Agreement and the First Amendment to Underwriting Agreement are filed as Exhibit 1.1 and Exhibit 1.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the First Amendment to Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, datedNovember 3, 2022 , by and betweenRain Therapeutics Inc. andGuggenheim Securities, LLC 1.2 First Amendment to Underwriting Agreement, datedNovember 4, 2022 , by and betweenRain Therapeutics Inc. andGuggenheim Securities, LLC 5.1 Opinion ofGibson, Dunn & Crutcher LLP 23.1 Consent ofGibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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