8-K 1 tv524218_8k.htm FORM 8-K















Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


Date of Report: June 24, 2019

(Date of earliest event reported)




ArQule, Inc.

(Exact Name of Registrant as Specified in Its Charter)




Delaware   000-21429   04-3221586

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)


One Wall Street

Burlington, MA 01803

(address of Principal Executive Offices) (Zip Code)


(781) 994-0300

(Registrant’s Telephone Number, Including Area Code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.01 per share   ARQL   The Nasdaq Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01 — Entry into a Material Definitive Agreement.


On June 24, 2019, ArQule, Inc. (“ArQule”, “we” or “us”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with SVB Leerink LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule A thereto (collectively, the “Underwriters”), providing for the offer and sale of 9,250,000 shares of our common stock (the “Offering”) at a price to the public of $9.75 per share before discounts and commissions. In addition, we granted the Underwriters a 30-day option to purchase up to an additional 1,387,500 shares of common stock. The gross proceeds to ArQule from the Offering, excluding any exercise by the underwriters of their 30-day option to purchase additional common shares, are expected to be approximately $90.2 million before deducting the underwriting discounts and commissions and offering expenses payable by ArQule. The Offering is scheduled to close on or about June 27, 2019, subject to customary closing conditions.


The Underwriting Agreement contains customary representations, warranties, covenants and agreements by ArQule, indemnification obligations of ArQule 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 pa