Item 5. Other Information
Item 5. Other Information
On August 4, 2020, we entered into the Sales Agreement with Jefferies, as our sales agent, pursuant to which we may sell, from time to time, through Jefferies, shares of our common stock having an aggregate offering price of up to $65.0 million (Shares). We are not obligated to make any sales of Shares under the Sales Agreement, and all sales will be made pursuant to a shelf registration statement on Form S-3, which was declared effective by the SEC on April 2, 2018, and as supplemented by a prospectus supplement to be filed with the SEC on or about the date of this Quarterly Report on Form 10-Q. Under the Sales Agreement, Shares may be sold by any method deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act, and, as a result, prices may vary. We have agreed to pay Jefferies a commission of up to 3% of the aggregate gross proceeds we receive from all sales of Shares under the Sales Agreement, and we have also provided Jefferies with customary indemnification rights. We and Jefferies may each terminate the Sales Agreement at any time upon prior written notice.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The opinion of our counsel regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is filed with this Quarterly Report on Form 10-Q as Exhibit 5.1.
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Item 6. Exhibits
The exhibits listed on the accompanying index to exhibits are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.
Exhibit
Number
Description of Document
1.1#
Open Market Sale Agreement SM , dated August 4, 2020, by and between Rigel Pharmaceuticals, Inc. and Jefferies LLC.
3.1
Amended and Restated Certificate of Incorporation. (1)
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation. (2)
3.3
Amended and Restated Bylaws. (3)
4.1
Form of warrant to purchase shares of common stock. (4)
4.2
Specimen Common Stock Certificate. (5)
4.3
Warrant issued to HCP BTC, LLC for the purchase of shares of common stock. (6)
5.1#
Opinion of Cooley LLP.
10.1#+
Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as amended.
23.1#
Consent of Cooley LLP (included in Exhibit 5.1).
31.1#
Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.2#
Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1*#
Certification required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
#
Filed herewith
+
Indicates a management contract or compensatory plan or arrangement.
* The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act.
(1) Filed as an exhibit to Rigel’s Current Report on Form 8-K (No. 000-29889) filed on May 29, 2012, and incorporated herein by reference.
(2) Filed as an exhibit to Rigel’s Current Report on Form 8-K (No. 000-29889) filed on May 18, 2018, and incorporated herein by reference.
(3) Filed as an exhibit to Rigel’s Current Report on Form 8-K (No. 000-29889) filed on February 2, 2007, and incorporated herein by reference.
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(4) Filed as an exhibit to Rigel’s Registration Statement on Form S-1 (No. 333-45864), filed on September 15, 2000, as amended, and incorporated herein by reference.
(5) Filed as an exhibit to Rigel’s Current Report on Form 8-K (No. 000-29889) filed on June 24, 2003, and incorporated herein by reference.
(6) Filed as an exhibit to Rigel’s Quarterly Report on Form 10-Q (No. 000-29889) for the quarter ended March 31, 2009, and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RIGEL PHARMACEUTICALS, INC.
By:
/s/ RAUL R. RODRIGUEZ
Raul R. Rodriguez
Chief Executive Officer
(Principal Executive Officer)
Date:
August 4, 2020
By:
/s/ DEAN L. SCHORNO
Dean L. Schorno
Chief Financial Officer
(Principal Financial Officer)
Date:
August 4, 2020
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.