Oncternal Therapeutics (ONCT) 8-K Entry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 25, 2021

Oncternal Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50549	62-1715807
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12230 El Camino Real

Suite 300

San Diego, CA 92130

(858) 434-1113

(Address and zip code; telephone number, including area code, of registrant’s principal executive offices)

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 (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ONCT	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2021, Oncternal Therapeutics, Inc. (“Oncternal”) entered into an Open Market Sale Agreement^SM (the “Sale Agreement”) with Jefferies LLC (the “Agent”), pursuant to which Oncternal may offer and sell shares of Oncternal’s common stock having an aggregate offering price of up to $50,000,000 from time to time, in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from Oncternal of 3.0% of the gross proceeds of any shares of common stock sold under the Sale Agreement.

Oncternal is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sale Agreement. No assurance can be given that Oncternal will sell any shares of common stock under the Sale Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.

In the Sale Agreement, Oncternal agreed to indemnify the Agent against certain liabilities, including under the Securities Act of 1933, as amended, or to contribute payments that the Agent may be required to make because of such liabilities.

The shares of common stock sold pursuant to the Sale Agreement will be offered pursuant to a shelf registration statement on Form S-3 (File No. 333-254985), which became effective on April 15, 2021. Oncternal filed a prospectus supplement with the U.S. Securities and Exchange Commission on May 28, 2021 in connection with the offer and sale of shares of Oncternal’s common stock pursuant to the Sale Agreement.

A copy of the Sale Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Agreement.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the shares of common stock that may be sold pursuant to the Sale Agreement is filed herewith as Exhibit 5.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2021, Oncternal approved an amendment to its 2021 Employment Inducement Incentive Award Plan to increase the shares of common stock reserved for issuance from 700,000 to 2,050,000 (the “Plan Amendment”). The Plan Amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 of this report, on May 25, 2021, Oncternal’s stockholders voted at Oncternal’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) to approve an amendment to Oncternal’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 60,000,000 to 120,000,000 (the “Share Increase”). On May 25, 2021, following the 2021 Annual Meeting, Oncternal filed a certificate of amendment (the “Certificate”) giving effect to the Share Increase. The Certificate is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Oncternal held the 2021 Annual Meeting on May 25, 2021. The following is a brief description of each matter voted upon at the 2021 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1. The election of three nominees to serve as Class II directors for a three-year term to expire at the 2024 annual meeting of stockholders. The following three Class II directors were elected by the votes indicated.

	For		Withheld		Broker Non-Votes
Jinzhu Chen, Ph.D.		14,185,943		241,822		16,170,932
Xin Nakanishi, Ph.D.		14,179,494		248,271		16,170,932
Robert J. Wills, Ph.D.		14,288,073		139,692		16,170,932

2. The ratification of the appointment of BDO USA, LLP, as Oncternal’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The selection was ratified by the votes indicated:

For	Against	Abstain	Broker Non-Votes
30,404,948	172,467	21,281	0

3. The amendment to Oncternal’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 60,000,000 to 120,000,000. The amendment was approved by the votes indicated:

For	Against	Abstain	Broker Non-Votes
27,010,834	3,479,530	108,332	0

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1	Open Market Sale Agreement
3.1	Certificate of Amendment of Restated Certificate of Incorporation
5.1	Opinion of Latham & Watkins LLP
10.1	Amendment No. 1 to the Oncternal Therapeutics, Inc. 2021 Employment Inducement Incentive Award Plan
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	Oncternal Therapeutics, Inc.
Date: May 28, 2021	By:	/s/ James B. Breitmeyer
		Name: James B. Breitmeyer
		Title: Chief Executive Officer