Exhibit 1.1
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
[*], 2023
Kintara Therapeutics, Inc. 9920 Pacific Heights Blvd, Suite 150 San Diego, CA 92121 |
Re: Placement Agency Agreement
Dear Mr. Hoffman:
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Kintara Therapeutics, Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form S-1 (File No. 333-274864), which was declared effective by the Securities and Exchange Commission (the “Commission”) on [*], 2023. The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company to issue any Placement Agent Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Placement Agent Securities and does not ensure the successful placement of the Placement Agent Securities or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain affiliates of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced by the Purchase Agreement between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.
In addition, the Company covenants and agrees that from the date hereof until six (6) months after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction shall not apply with respect to an Exempt Issuance. Notwithstanding the foregoing, however, after sixty (60) days after the Closing Date, (i) the entry into and/or issuance of shares of Common Stock in an “at-the-market” offering with the Placement Agent as sales agent shall not be deemed a Variable Rate Transaction and (ii) the issuance of shares of Common Stock pursuant to that existing Purchase Agreement, by and between the Company and Lincoln Park Capital Fund, LLC, shall not be deemed a Variable Rate Transaction.
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If any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.
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Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.
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The foregoing Agreement is hereby accepted and agreed to as of the date first written above.
A.G.P./ALLIANCE GLOBAL PARTNERS
By:
Name: Thomas J. Higgins
Title: Managing Director
Address for Notice:
590 Madison Avenue, 28th Floor
New York, NY 10022
Attn: Thomas J. Higgins
Email: thiggins@allianceg.com
Accepted and agreed to as of the date first written above:
KINTARA THERAPEUTICS, INC.
By:
Name: Robert E. Hoffman
Title: Chief Executive Officer
Address for Notice:
9920 Pacific Heights Blvd, Suite 150
San Diego, CA 92121
Attn:
Email:
[Signature Page to Placement Agency Agreement]
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