On November 27, 2019, Protagonist Therapeutics, Inc. (the "Company") reported that it entered into an Open Market Sale AgreementSM (the "Agreement") with Jefferies LLC ("Jefferies") under which the Company may offer and sell, from time to time, shares of its common stock, par value $0.00001 per share (the "Common Stock"), having an aggregate offering price of up to $75,000,000 through Jefferies as its sales agent (Filing, 8-K, Protagonist, NOV 27, 2019, View Source [SID1234551752]). The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-234414).
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The Company is not obligated to make any sales of Common Stock under the Agreement. Jefferies may sell the Common Stock by any method that is deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Market or any other trading market for our Common Stock. Jefferies will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Jefferies a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through Jefferies under the Agreement, and also has provided Jefferies with customary indemnification rights.
The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Cooley LLP relating to the shares of Common Stock being offered pursuant to the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities 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.