Other Information
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We and Jefferies may each terminate the Sales Agreement at any time upon prior written notice.
−Removed: 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.
−Removed: 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.
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.
Description of Document
−Removed: Open Market Sale Agreement SM , dated August 4, 2020, by and between Rigel Pharmaceuticals, Inc.
−Removed: and Jefferies LLC.
Amended and Restated Certificate of Incorporation.
4 unchanged sentences
Warrant issued to HCP BTC, LLC for the purchase of shares of common stock.
−Removed: Opinion of Cooley LLP.
−Removed: Rigel Pharmaceuticals, Inc.
−Removed: 2018 Equity Incentive Plan, as amended.
−Removed: Consent of Cooley LLP (included in Exhibit 5.1).
+Added: Offer Letter from Rigel Pharmaceuticals, Inc.
+Added: to David Santos, dated July 13, 2020.
Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
10 unchanged sentences
Indicates a management contract or compensatory plan or arrangement.
+Added: Certain portions of this agreement have been omitted because the omitted portions are both not material and would likely cause competitive harm if publicly disclosed.
* The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C.
16 unchanged sentences
(Principal Executive Officer)
−Removed: August 4, 2020
+Added: November 5, 2020
Chief Financial Officer
(Principal Financial Officer)
−Removed: August 4, 2020
+Added: November 5, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.