Item 1.01 Entry into a Material Definitive Agreement.

On November 3, 2022, Rain Therapeutics Inc. (the "Company") entered into an underwriting agreement, as amended by the First Amendment to Underwriting Agreement, dated November 4, 2022 (the "Underwriting Agreement"), with Guggenheim Securities, LLC, as the representative of the underwriters named therein (the "Underwriters") relating to the offering, issuance and sale (the "Offering") of 5,961,080 shares of the Company's common stock, par value $0.001 per share (the "Common Shares") and 2,615,250 shares of the Company's non-voting common stock, par value $0.001 per share (the "Non-Voting Common Shares" and together with the Common Shares, the "Shares") at an offering price of $5.83 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,286,449 shares of its Common Stock on the same terms and conditions as the Common Stock sold in the Offering.

The gross proceeds to the Company from the Offering were approximately $50 million before deducting customary underwriting discounts and offering expenses.

Guggenheim Securities, LLC, is acting as sole book-running manager for the Offering and H.C. Wainwright & Co. and JonesTrading Institutional Services LLC are acting as co-lead managers for the Offering. The Offering is expected to close on or about November 8, 2022, subject to satisfaction of customary closing conditions. All of the shares of Shares in the Offering are being sold by the Company.

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 Securities and Exchange Commission (the "Commission") on May 27, 2022 and declared effective on June 6, 2022.

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 Gibson, Dunn & Crutcher LLP regarding the validity of the Shares is filed herewith as Exhibit 5.1.

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, dated November 3, 2022, by and between Rain
        Therapeutics Inc. and Guggenheim Securities, LLC

 1.2      First Amendment to Underwriting Agreement, dated November 4, 2022, by
        and between Rain Therapeutics Inc. and Guggenheim Securities, LLC

 5.1      Opinion of Gibson, Dunn & Crutcher LLP

23.1      Consent of Gibson, 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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