UNITED STATES
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
Date of Report (Date of earliest event reported): August 8, 2023
MIRATI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35921 | 46-2693615 | ||
(State of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
3545 Cray Court, San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 332-3410
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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common Stock | MRTX | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On August 8, 2023, Mirati Therapeutics, Inc. (“we,” “Mirati” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which we agreed to issue and sell an aggregate of (i) 9,669,631 shares of our common stock (the “Shares”) and (ii) pre-funded warrants to purchase 1,121,736 shares of our common stock (the “Pre-Funded Warrants”). The exercise price of each pre-funded warrant will equal $0.001 per share. The Shares will be sold at a public offering price of $27.80 per Share, and the Pre-Funded Warrants will be sold at a public offering price of $27.799 per Pre-Funded Warrant, which represents the per share public offering price for the common stock less the $0.001 per share exercise price for each such Pre-Funded Warrant. The offering is scheduled to close on or about August 11, 2023, subject to customary closing conditions. Under the terms of the Underwriting Agreement, we also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,618,705 shares of our common stock.
We estimate that gross proceeds we will receive from the offering will be approximately $300.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the option to purchase additional shares.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us 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.
The offering was made pursuant to our effective registration statement on Form S-3ASR (Registration Statement No. 333-257636) which became automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on July 2, 2021, and a prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this report and the description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.
On August 8, 2023, we issued a press release announcing that we had commenced the offering. On August 8, 2023, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
1.1 | Underwriting Agreement, dated August 8, 2023. | |
4.1 | Form of Pre-Funded Warrant. | |
5.1 | Opinion of Cooley LLP. | |
23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
99.1 | Press release, dated August 8, 2023. | |
99.2 | Press release, dated August 8, 2023. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this report that are not historical facts may be considered “forward-looking statements,” including without, limitation, statements regarding Mirati’s expectations with respect to the completion and timing of the public offering. Forward-looking statements are typically, but not always, identified by the use of words such as “may,” “will,” “would,” “believe,” “intend,” “plan,” “anticipate,” “estimate,” “expect,” and other similar terminology indicating future results. Forward-looking statements are based on current expectations of management and on what management believes to be reasonable assumptions based on information currently available to them, and are subject to risks and uncertainties. Such risks and uncertainties may cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include without limitation those associated with market risks and uncertainties and the satisfaction of customary closing conditions for an offering of securities, as well as other risks detailed in Mirati’s recent filings on Forms 10-K and 10-Q with the SEC. Except as required by law, Mirati undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances, or to reflect the occurrence of unanticipated events.
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.
Date: August 9, 2023 | MIRATI THERAPEUTICS, INC. | |||||
By: | /s/ John B. Moriarty, Jr. | |||||
John B. Moriarty, Jr. | ||||||
Chief Legal Officer & Corporate Secretary |