Entry into a Material Definitive Agreement

On December 9, 2022, Puma Biotechnology, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Alan H. Auerbach, the Company’s President, Chief Executive Officer and Chairman of the Board (the "Purchaser"). Pursuant to the Purchase Agreement, the Company agreed to sell 568,181 shares of its common stock, par value $0.0001 per share (the "Shares"), to the Purchaser for aggregate gross proceeds of approximately $2.5 million before deducting any offering expenses (the "Private Placement") (Filing, 8-K, Puma Biotechnology, DEC 9, 2022, View Source [SID1234625221]). The purchase price for each Share was $4.40, which was equal to the closing price of the Company’s common stock on NASDAQ on the date of the Purchase Agreement. The Private Placement closed on December 12, 2022.

The Private Placement is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Shares were not registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The foregoing description of the transaction does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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