odt-8k_20190625.htm

Delaware

001-38318

82-2493065

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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))


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ODT	Nasdaq Global Select 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).

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. ☒

On June 25, 2019, Odonate Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC and Cowen and Company, LLC, as the representatives of the underwriters named therein, to issue and sell 4,750,000 shares of the Company’s common stock at a public offering price of $26.00 per share (the “Offering”). In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 712,500 shares of its common stock on the same terms and conditions. The Offering closed on June 28, 2019. The gross proceeds from the Offering were $123.5 million before deducting underwriting discounts and offering expenses and excluding any potential gross proceeds from the exercise of the underwriters’ option to purchase additional shares of common stock.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-229785), which became effective on February 28, 2019. A final prospectus supplement dated June 25, 2019 relating to and describing the terms of the offering was filed with the U.S. Securities and Exchange Commission on June 27, 2019.

In the Underwriting Agreement, the Company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.


Exhibit No.		Description

1.1		Odonate Therapeutics, Inc. Common Stock Underwriting Agreement

5.1		Opinion of Gibson, Dunn & Crutcher LLP

23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Odonate Therapeutics, Inc.

Date: June 28, 2019	By:	/s/ Michael Hearne
		Michael Hearne Chief Financial Officer