Item 8.01 Other Events.
On November 10, 2021, Mirati Therapeutics, Inc. ("we," "Mirati" or the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with Goldman Sachs & Co. LLC, SVB Leerink LLC and Cowen and Company, LLC as
representatives of the several underwriters named therein (the "Underwriters"),
pursuant to which we agreed to issue and sell an aggregate of 3,448,275 shares
of our common stock (the "Shares"). The Shares will be sold at a public offering
price of $145.00 per Share. The offering is scheduled to close on or about
November 15, 2021, 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 517,241 shares of our
common stock.
We estimate that gross proceeds we will receive from the offering will be
approximately $500.0 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. 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 November 9, 2021, we issued a press release announcing that we had commenced
the offering. On November 10, 2021, 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
No. Description
1.1 Underwriting Agreement, dated November 10, 2021.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
99.1 Press release, dated November 9, 2021.
99.2 Press release, dated November 10, 2021.
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, but not limited to, 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," "would," "believe," "intend," "plan," "anticipate," "estimate," "expect,"
and other similar
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terminology. Forward-looking statements are based on current expectations of
management and upon what management believes to be reasonable assumptions based
on information currently available to it, and are subject to risks and
uncertainties. Such risks and uncertainties may cause actual results to differ
materially from the expectations set forth in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, risks 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. We undertake no
obligation to update any forward-looking statements to reflect new information,
events or circumstances, or to reflect the occurrence of unanticipated events.
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