| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 10, 2020, Turning Point Therapeutics, Inc. (“we,” “us,” or “our”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which we may offer and sell, from time to time through Jefferies, shares of our common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $250.0 million (the “Shares”). The Shares will be sold pursuant to our effective registration statement on Form S-3 (Registration Statement No. 333-238300), as previously filed with the Securities and Exchange Commission. We filed a prospectus supplement, dated August 10, 2020, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
Under the Sales Agreement, Jefferies may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq Global Select Market, on any other existing trading market for the Common Stock. In addition, under the Sales Agreement, Jefferies may sell the Shares in privately negotiated transactions with our consent and in block transactions. Under certain circumstances, we may instruct Jefferies not to sell the Shares if the sales cannot be effected at or above the price designated by us from time to time.
We are not obligated to make any sales of the Shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Jefferies or us, as permitted therein.
The Sales Agreement contains customary representations, warranties and agreements by us, and customary indemnification and contribution rights and obligations of the parties. We will pay Jefferies a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of the Shares. We will also reimburse Jefferies for certain specified expenses in connection with entering into the Sales Agreement.
The Sales Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the terms of the Sales Agreement 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 Shares is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
