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): June 13, 2007
ARQULE, INC.
(Exact Name of Issuer as Specified in Charter)
Delaware |
| 000-21429 |
| 04-3221586 |
(State or other jurisdiction |
| (Commission File Number) |
| (I.R.S. Employer |
of incorporation) |
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| Identification No.) |
19 Presidential Way
Woburn, MA
(Address of principal executive offices)
01801
(Zip code)
(781) 994-0300
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ArQule, Inc. (“ArQule”) entered into an underwriting agreement on June 13, 2007 (the “Underwriting Agreement”) with UBS Securities LLC, CIBC World Markets Corp., Leerink Swann & Co., Inc., Fortis Securities LLC and Rodman & Renshaw, LLC, as underwriters (the “Underwriters”). The Underwriting Agreement provides for the sale by ArQule of 7,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), plus an option granted to the Underwriters to purchase an additional 1,050,000 shares of Common Stock to cover over-allotments, if any. The offering of the Common Stock was made pursuant to a shelf registration statement filed by ArQule on Form S-3 (Registration No. 333-143162), including a related prospectus as supplemented by a Preliminary Prospectus Supplement dated June 6, 2007 and Prospectus Supplement dated June 13, 2007. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report.
A copy of the press release announcing the pricing of such offering is attached as Exhibit 99.1 hereto.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
1.1 | Underwriting Agreement dated June 13, 2007. |
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99.1 | Press release of ArQule, Inc. dated June 14, 2007 announcing the pricing of the public offering of 7,000,000 shares of its common stock under an existing shelf registration statement. |
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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.
| ARQULE, INC. | |
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| (Registrant) |
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| /s/ Richard H. Woodrich |
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| Richard H. Woodrich |
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| Acting Chief Financial Officer and Treasurer |
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| June 14, 2007 |
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