On September 3, 2021, Inhibrx, Inc. (the "Company") reported that it entered into an Open Market SaleSM Agreement (the "Sales Agreement") with Jefferies LLC, as sales agent (the "Agent"), pursuant to which the Company may offer and sell, from time to time, through the Agent (the "Offering") shares of its common stock (the "Shares") (Filing, 8-K, Inhibrx, SEP 3, 2021, View Source [SID1234587232]). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3, as supplemented by the Company’s prospectus supplement dated as of September 3, 2021, filed with the Securities and Exchange Commission (the "Registration Statement"). Pursuant to the Registration Statement, the Company may offer and sell from time to time up to $200,000,000 Shares pursuant to the Sales Agreement.
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Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Global Market or on any other existing trading market for the Shares.
The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement. The Offering will terminate as permitted in the Sales Agreement. The Sales Agreement contains representations and warranties for the benefit of the Company and the Agent and other terms customary for similar agreements.
Under the terms of the Sales Agreement, the Agent will be entitled to a commission at a rate equal to 3.0% of the gross proceeds from each sale of Shares under the Sales Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sales Agreement, and has agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act.
The Company currently intends to use any net proceeds from the Offering for working capital and general corporate purposes, including research and development expenses and capital expenditures.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Sales Agreement filed as Exhibit 1.1 hereto, which is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
The opinion of the Company’s counsel regarding the validity of the Shares is incorporated herein by reference as Exhibit 5.1 to the Company’s Registration Statement.