On December 21, 2022, ORIC Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Pfizer Inc. (NYSE: PFE) pursuant to which the Company has agreed to sell, and Pfizer Inc. has agreed to purchase, 5,376,344 shares of the Company’s common stock, $0.0001 par value per share, (the “Shares”) at a price of $4.65 per share, for gross proceeds of approximately $25.0 million (the “Transaction”). The Shares were offered in a registered direct offering conducted without an underwriter or placement agent and pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-255833) (the “Registration Statement”), and a prospectus supplement relating to the offer and sale of the Shares was filed with the Securities Exchange Commission (the “SEC”). The Transaction is expected to close on or about December 23, 2022, subject to customary closing conditions. A copy of the press release announcing the Transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
The Company currently intends to use the net proceeds from the Transaction to fund ongoing and planned clinical trials, including studies of ORIC-533, ORIC-114 and ORIC-944, and for working capital and general corporate purposes.
The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 99.2 to this Current Report and is incorporated by reference herein.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the legality of the issuance and sale of the Shares offered in the Transaction is attached as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Forward-Looking Statements
Certain of the statements made in this report are forward looking, such as those, among others, relating to the Company’s expectations regarding the timing and completion of the Transaction. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the Transaction on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the Transaction. More information about the risks and uncertainties faced by the Company is contained under the caption “Risk Factors” in
