Termination of a Material Definitive Agreement.
On July 14, 2020, Zeno Management, Inc. (Zeno), a wholly-owned subsidiary of Zentalis Pharmaceuticals, Inc. (the
Company), entered into an Agreement for Termination of Lease and Voluntary Surrender of Premises with ARE-SD Region No. 44, LLC (Landlord) for certain premises
located at 10578 Science Center Drive, San Diego, California (the Lease Termination Agreement ). The Lease Termination Agreement provides that the Lease Agreement, dated as of January 14, 2020, by
and between Zeno and Landlord (as the same may have been amended, the Lease) will terminate provided that Landlord enters into a lease agreement with a new tenant on or before August 7, 2020 (the
Condition Precedent). On July 27, 2020, Landlord delivered notice to Zeno that the Condition Precedent had been satisfied and that the Lease has been terminated as of July 27, 2020.
As consideration for Landlords agreement to enter into the Lease Termination Agreement and accelerate the expiration date of the term of the Lease to
the date the Condition Precedent is satisfied, Zeno paid to Landlord a fee of approximately $0.9 million.
The foregoing description of the
Lease Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On July 28, 2020, in connection with the filing of Amendment No. 1 to its Registration Statement on Form S-1 (Registration No. 333-240115), the Company
disclosed that, after offering expenses, the net proceeds from a proposed underwritten public offering (based on an assumed public offering price of $39.61 per share, which is the last reported sale price of the Companys common stock on The
Nasdaq Global Market on July 24, 2020) combined with the Companys current cash and cash equivalents would have been approximately $366.3 million.
On July 30, 2020, updating the information discussed above, in connection with the filing of a prospectus pursuant to Rule 424(b)(4) under the Securities Act
of 1933, as amended (the Securities Act), the Company disclosed that, after offering expenses, the net proceeds from the Companys underwritten public offering (based on the public offering price of $35.00 per share) combined
with the Companys current cash and cash equivalents will be approximately $362.4 million.
The information contained in Item 2.02 of this Current
Report on Form 8-K (the Form 8-K) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.
This Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements,
including without limitation statements regarding the completion and anticipated proceeds of the offering. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the outbreak
of the novel coronavirus disease, COVID-19, has adversely impacted and may continue to adversely impact our business, including our preclinical studies and clinical trials; our limited operating history, which may make it difficult to evaluate our
current business and predict our future success and viability; we have and expect to continue to incur significant losses; our need for additional funding, which may not be available; our substantial dependence on the success of our lead product
candidate; failure to identify additional product candidates and develop or commercialize marketable products; the early stage of our development efforts; potential unforeseen events during clinical trials could cause delays or other adverse
consequences; risks relating to the regulatory approval process or ongoing regulatory obligations; failure to obtain U.S. or international marketing approval; our product candidates may cause serious adverse side effects; inability to maintain our
collaborations, or the failure of these collaborations; our reliance on third parties; effects of significant competition; the possibility of system failures or security breaches; risks relating to intellectual property; our ability to attract,
retain and motivate qualified personnel; and significant costs as a result of operating as a public company. These and other important factors discussed under the caption Risk Factors in our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020 filed with the U.S. Securities and Exchange Commission (SEC) and our other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this
Form 8-K. Any such forward-looking statements represent managements estimates as of the date of this Form 8-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even
if subsequent events cause our views to change.
Financial Statements and Exhibits.