Previously, on April 5, 2019, Spectrum Pharmaceuticals, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and B. Riley Securities, Inc. (each individually an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock through the Agents in an “at the market offering”, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). On November 6, 2020, the Company filed a sales agreement prospectus supplement registering the offer and sale of shares of its common stock, par value $0.001 per share, having an aggregate maximum offering price of up to $60.0 million pursuant to the Sales Agreement (the “Sales Agreement Prospectus Supplement”).
The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Global Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, the Agents may sell shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, or any other method permitted by law. The Agents’ obligations to sell shares under the Sales Agreement are subject to the satisfaction of certain conditions, including customary closing conditions. The Company will pay the Agents a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Agents for certain specified expenses.
Sales of shares of common stock under the Sales Agreement will be made pursuant to the Registration Statement on Form S-3 (File No. 333-237319), filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2020, as amended by Pre-Effective Amendment No. 1 thereto, filed with the Commission on May 7, 2020, which was declared effective on May 8, 2020, and the Sales Agreement Prospectus Supplement.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-230751), filed with the Commission on April 5, 2019.
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s 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 such jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
