UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 2010
ONCOGENEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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033-80623
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95-4343413 |
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1522 217th Place S.E.
Bothell, Washington
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98021 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (425) 686-1500
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On October 19, 2010, OncoGenex Pharmaceuticals, Inc. (the “Company”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company,
Incorporated, as representative of the underwriters identified therein (collectively, the “Underwriters”), pursuant to which the
Company agreed to offer and sell up to 3,174,602 shares of its common stock, par value $0.001 per
share, and warrants to purchase up to 1,587,301 shares of its common stock. The common stock and
warrants will be sold in units, with each unit consisting of one share of common stock and one-half
(1/2) of one warrant. Each whole warrant (a “Warrant”) will be exercisable to purchase one share
of common stock at an initial exercise price of $20 per share of common stock at any time on or
after the date of issuance and will expire five years from the date of issuance. Each unit will be
sold to investors in this offering at a negotiated price of $15.75 per unit (the “Offering”).
Units will not be issued or certificated. The shares of common stock and Warrants will be issued
separately but can only be purchased together in this Offering. The Company expects to receive
approximately $50 million in gross proceeds from the Offering before underwriting discounts and
commissions and Offering expenses.
The Underwriting Agreement contains representations, warranties and covenants of the Company
that are customary for transactions of this type and customary conditions to closing. The shares
are expected to be delivered to the Underwriters on or about October 22, 2010, subject to the
satisfaction of customary closing conditions.
The common stock and warrants were registered for offer and sale on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), by
the Company’s Registration Statement on Form S-3, as amended (Registration No. 333-160251), which
was declared effective by the Securities and Exchange Commission (the “SEC”) on July 17, 2009. In
connection with this Offering, the Company filed with the SEC a preliminary prospectus supplement
on October 18, 2010 pursuant to Rule 424(b) under the Securities Act.
A copy of the Underwriting Agreement and the form of Warrant to be issued in connection with
the Offering are filed herewith as Exhibits 1.1 and 4.1, respectively, and are incorporated herein
by reference. The foregoing description of the Underwriting Agreement by the Company and the
documentation related thereto does not purport to be complete and is qualified in its entirety by
reference to such Exhibits.
The opinion of the Company’s counsel regarding the validity of the shares, Warrants and shares
issuable upon exercise of the Warrants issued pursuant to the Offering is also filed herewith as
Exhibit 5.1.
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| Item 7.01 |
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Regulation FD Disclosure. |
On October 19, 2010, the Company issued a press release entitled “OncoGenex Pharmaceuticals, Inc.
Prices $50 Million Public Offering.” A copy of the press release is attached as Exhibit 99.1 and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this
report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement between the Company and Stifel, Nicolaus & Company,
Incorporated, as representative of the Underwriters, dated as of October 19, 2010. |
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4.1
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Form of Warrant. |
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5.1
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Opinion of Dorsey & Whitney LLP. |
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23.1
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Consent of Dorsey & Whitney LLP (contained in its opinion filed as Exhibit 5.1). |
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99.1
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Press release of OncoGenex Pharmaceuticals, Inc., dated October 19, 2010. |
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