Monopar Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): October 28, 2024

 

 

 

 

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Item 1.01.            Entry into a Material Definitive Agreement.

 

On October 28, 2024, Monopar Therapeutics Inc., a Delaware corporation (the “Company”), entered into a placement agent agreement (the “Placement Agent Agreement”) with Rodman & Renshaw LLC (the “Placement Agent”) in connection with the offer and sale to investors of up to 1,181,540 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at an offering price of $16.25 per Share (the “Offering”). In connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain of the purchasers in the Offering. The Offering closed on October 30, 2024. The aggregate gross proceeds to the Company from the Offering were approximately $19.2 million, before deducting placement agent fees and other estimated offering expenses.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, customary conditions to closing, and customary indemnification obligations of the Company.

 

The Placement Agent acted as the Company’s exclusive placement agent in the Offering. Pursuant to the terms of the Placement Agent Agreement, the Company has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain expenses.

 

The Placement Agent Agreement contains customary representations, warranties and agreements of the parties, and customary indemnification obligations of the Company.

 

The Offering was made pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on January 4, 2023 (Registration No. 333-268935), a base prospectus filed as part thereof, a preliminary prospectus supplement, dated October 28, 2024, and a final prospectus supplement, dated October 28, 2024. 

 

The form of Purchase Agreement and Placement Agent Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The descriptions of the terms of the Purchase Agreement and Placement Agent Agreement set forth above are qualified in their entirety by reference to such exhibits.

 

A copy of the legal opinion and consent of Baker & Hostetler LLP relating to the Shares is attached as Exhibit 5.1 hereto.

 

 

 

Item 7.01.            Regulation FD Disclosure.

 

On October 28, 2024, the Company issued a press release announcing that it had priced the Offering. The full text of the press release is attached hereto as Exhibits 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

 

 

 

(d) Exhibits.

 

 

 

 

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.