On August 8, 2023, Mirati Therapeutics, Inc. (“we,” “Mirati” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which we agreed to issue and sell an aggregate of (i) 9,669,631 shares of our common stock (the “Shares”) and (ii) pre-funded warrants to purchase 1,121,736 shares of our common stock (the “Pre-Funded Warrants”). The exercise price of each pre-funded warrant will equal $0.001 per share. The Shares will be sold at a public offering price of $27.80 per Share, and the Pre-Funded Warrants will be sold at a public offering price of $27.799 per Pre-Funded Warrant, which represents the per share public offering price for the common stock less the $0.001 per share exercise price for each such Pre-Funded Warrant. The offering is scheduled to close on or about August 11, 2023, subject to customary closing conditions. Under the terms of the Underwriting Agreement, we also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,618,705 shares of our common stock.
We estimate that gross proceeds we will receive from the offering will be approximately $300.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the option to purchase additional shares.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The offering was made pursuant to our effective registration statement on Form S-3ASR (Registration Statement No. 333-257636) which became automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on July 2, 2021, and a prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this report and the description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.
On August 8, 2023, we issued a press release announcing that we had commenced the offering. On August 8, 2023, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
