Attached files
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EX-5 - OPINION ON LEGALITY - Monopar Therapeutics | exhibit5opinionmnpr-atm8k.htm |
EX-1 - UNDERWRITING AGREEMENT - Monopar Therapeutics | exhibit11.htm |
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): January 13,
2020
MONOPAR
THERAPEUTICS INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39070
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32-0463781
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1000
Skokie Blvd., Suite 350, Wilmette,
IL
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60091
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(Address of
principal executive offices)
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(Zip
Code)
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(847)
388-0349
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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MNPR
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The
Nasdaq Stock Market LLC
(Nasdaq Capital Market)
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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:
☐ 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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) 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
1.01 Entry into a Material Definitive Agreement
On
January 13, 2020,
Monopar Therapeutics Inc (“Monopar” or the
“Company”) 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”).
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.
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
December 18, 2019, the Company entered into an Underwriting
agreement with JonesTrading related to Monopar’s initial
public offering of its Common Stock, which pursuant to 5(j) of the
Underwriting agreement, requires a waiver from JonesTrading if the
Company contracts to sell any Common Stock during the period of 180
days from December 18, 2019. JonesTrading provided such waiver in
order to accommodate the execution of the Capital on
DemandTM Sales
Agreement with JonesTrading on January 13, 2020 and any sales of shares
of our Common Stock under such agreement.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
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Description
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1.1
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5.1
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23.1
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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.
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Monopar
Therapeutics Inc.
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By:
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/s/ Chandler D.
Robinson
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Name: Chandler D.
Robinson
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Title:
Chief
Executive Officer
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Date:
January 13,
2020