| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 4, 2021, PMV Pharmaceuticals, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value $0.00001 per share, having aggregate gross sales proceeds of up to $150.0 million from time to time, through an “at the market offering” program under which Jefferies will act as sales 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 Jefferies.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number or dollar value of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Jefferies may sell the shares by methods 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”). Jefferies will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies and the Company. No assurance can be given that the Company will sell any shares of common stock under the Sales 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. The Sales Agreement may be terminated by either party by ten trading days’ written notice to the other party for any reason, subject to further qualifications as described in the Sales Agreement.
The Sales Agreement provides that Jefferies will be entitled to compensation for its services equal to 3.0% of the gross proceeds of any shares sold through Jefferies under the Sales Agreement. Jefferies and the Company have no obligation to sell any shares under the Sales Agreement and may at any time, upon notice to the other party, suspend solicitation and offers under the Sales Agreement.
In the Sales Agreement, the Company agreed to indemnify Jefferies against certain liabilities, including under the Securities Act or to contribute payments that Jefferies may be required to make because of such liabilities. Further, Jefferies agreed to indemnify the Company, the Company’s board of directors and its executive officers against certain liabilities, including under the Securities Act.
The shares of common stock sold pursuant to the Sales Agreement will be issued pursuant to the Company’s shelf registration statement on Form S-3, including the prospectus supplement contained therein, filed with the Securities and Exchange Commission (the “SEC”) on October 4, 2021, which was automatically effective upon filing with the SEC.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
