Item 1.01 Entry into a Material Definitive Agreement
On
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
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.
The opinion of the Company's counsel regarding the validity of the Shares that may be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description Capital on DemandTM Sales Agreement, datedJanuary 13, 2020 , by and betweenMonopar Therapeutics Inc. and JonesTrading Institutional 1.1Services LLC 5.1 Opinion ofBaker & Hostetler LLP 23.1 Consent ofBaker & Hostetler LLP (contained in Exhibit 5.1)
© Edgar Online, source