Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Oncternal Therapeutics, Inc. | f57171exv99w1.htm |
| EX-5.1 - EX-5.1 - Oncternal Therapeutics, Inc. | f57171exv5w1.htm |
| EX-1.1 - EX-1.1 - Oncternal Therapeutics, Inc. | f57171exv1w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27, 2010
GTx, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50549 | 62-1715807 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
175 Toyota Plaza
7th Floor
Memphis, Tennessee 38103
(901) 523-9700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
7th Floor
Memphis, Tennessee 38103
(901) 523-9700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT | ||||||||
| ITEM 8.01. OTHER EVENTS | ||||||||
| ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-1.1 | ||||||||
| EX-5.1 | ||||||||
| EX-99.1 | ||||||||
Table of Contents
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 27, 2010, GTx, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Lazard Capital Markets LLC (the “Underwriter”), relating to the
public offering, issuance and sale of 14,285,715 shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”). The price to the public in this offering is $2.80 per share.
The net proceeds to the Company from this offering are expected to be approximately $37.6 million,
after deducting underwriting discounts and commissions and other estimated offering expenses
payable by the Company, assuming no exercise by the Underwriter of the 30-day over-allotment
option, which the Company has granted the Underwriter under the terms of the Underwriting Agreement
to purchase up to an additional 2,142,857 shares of Common Stock to cover over-allotments, if any.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the
material terms of the Underwriting Agreement is qualified in its entirety by reference to such
exhibit. The offering is expected to close on or about November 1, 2010, subject to customary
closing conditions.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3
and an accompanying prospectus (Registration Statement No. 333-148321) previously filed with the
Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. A
copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares
in the offering is attached as Exhibit 5.1 hereto.
The Underwriting Agreement contains customary representations, warranties and agreements by the
Company, customary conditions to closing, indemnification obligations of the Company and the
Underwriter, 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, including being qualified by
confidential disclosures exchanged between the parties in connection with the execution of the
Underwriting Agreement.
ITEM 8.01. OTHER EVENTS
On October 27, 2010, the Company issued a press release announcing that it had priced the public
offering described in Item 1.01 of this Current Report on Form 8-K. The press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute “forward-looking
statements.” Such statements include, but are not limited to the Company’s issuance of securities,
the amount of proceeds from the offering and the closing of the offering. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause actual
results to be materially different from any results expressed or implied by such forward-looking
statements. For example, there are risks associated with the underwriter fulfilling its obligations
to purchase the securities and the Company’s ability to satisfy its conditions to close the
offering. Risk factors that may cause actual results to differ are discussed in the Company’s
Securities and Exchange Commission filings. All forward-looking statements are qualified in their
entirety by this cautionary statement. The Company is providing this information as of this date
and does not undertake any obligation to update any forward-looking statements contained in this
report as a result of new information, future events or otherwise.
Table of Contents
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated October 27, 2010. | |
5.1
|
Opinion of Cooley LLP. | |
23.1
|
Consent of Cooley LLP (contained in Exhibit 5.1). | |
99.1
|
Press Release, dated October 27, 2010. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 27, 2010 |
GTx, Inc. |
|||
| By: | /s/ Henry P. Doggrell | |||
| Henry P. Doggrell | ||||
| Vice President, General Counsel and Secretary | ||||
Table of Contents