On January 13, 2020, Monopar Therapeutics Inc ("Monopar" or the "Company") reported that it has entered into a Capital on DemandTM Sales Agreement (the "Agreement") with JonesTrading Institutional Services LLC, as sales agent ("JonesTrading" or the "Agent"), pursuant to which Monopar may offer and sell, from time to time, through or to JonesTrading shares of Common Stock, par value $0.001 per share, of Monopar having an aggregate offering price of up to $19.7 million (the "Shares") (Filing, 8-K, Monopar Therapeutics, JAN 13, 2020, View Source [SID1234553142]).
The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-235791) filed by the Company with the Securities and Exchange Commission (the "SEC") on January 3, 2020 and declared effective by the SEC on January 13, 2020, as supplemented by a prospectus supplement dated January 13, 2020 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of the Company’s Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Monopar is not obligated to sell any Shares under the Agreement.
Upon delivery of a placement notice by Monopar and subject to the terms and conditions of the Agreement and such placement notice, JonesTrading may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act and will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq Capital Market, to sell the Shares from time to time.
The offering of Shares pursuant to the Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by JonesTrading or the Company, as permitted therein.
The Company has agreed to pay JonesTrading commissions for its services in acting as agent in the sale of the Shares in the amount of up to 3.0% of gross proceeds from the sale of the Shares pursuant to the Agreement. The Company has also agreed to provide JonesTrading with customary indemnification and contribution rights, in connection with entering into the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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