8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 2, 2020

9 Meters Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37797	27-3948465
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

8480 Honeycutt Road, Suite 120, Raleigh, NC 27615

(Address of principal executive offices) (Zip Code)

(919) 275-1933

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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(s)	Name of each exchange on which registered
Common Stock $0.0001 Par Value	NMTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x

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. x

Item 1.01. Entry into a Material Definitive Agreement.

On October 2, 2020, 9 Meters Biopharma, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Sales Agreement, dated July 22, 2020 (the “Sales Agreement”), that it had entered into with Truist Securities, Inc. (formerly, SunTrust Robinson Humphrey, Inc.), as sales agent. The Amendment will be effective when the Company’s shelf registration statement on Form S-3 (File No. 333-249268) (the “New Registration Statement”) becomes effective.

Before being amended, the Sales Agreement provided for the sale and issuance of shares of Company common stock, par value $0.0001 per share (the “Shares”), in an “at the market offering” (the “ATM Offering”) pursuant to shelf registration statement on Form S-3 (File No. 333- 223669) (the “Prior Registration Statement”), which includes a base prospectus, dated July 13, 2018, and a prospectus supplement, dated July 22, 2020, providing for the sale of up to $40.0 million of Shares in the ATM Offering. As of October 1, 2020, the Company has issued and sold 3,296,045 Shares under the Sales Agreement for gross proceeds of $2,478,842. Shares may continue to be sold under the Sales Agreement pursuant to the Prior Registration Statement until the effective date of the New Registration Statement.

The Amendment to the Sales Agreement provides for the issuance and sale of Shares in the ATM Offering pursuant to the New Registration Statement. The issuance and sale of Shares in the ATM Offering will be made under the New Registration Statement, once it is effective, pursuant to a prospectus, which has been filed with the New Registration Statement.

The foregoing description of the Sales Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement and the Amendment, copies of which are filed herewith as Exhibits 1.1 and 1.2, and are incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell the Shares or a solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such an 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

Exhibit No.	Description
Exhibit 1.1	Sales Agreement, dated as of July 22, 2020, between 9 Meters Biopharma, Inc. and Sun Trust Robinson Humphrey, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on July 22, 2020.)
Exhibit 1.2	Amendment No. 1, dated October 2, 2020, to the Sales Agreement between 9 Meters Biopharma and Truist Securities, Inc.

SIGNATURES

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.

	9 Meters Biopharma, Inc.
Date: October 2, 2020	By:	/s/ Edward J. Sitar
		Edward J. Sitar
		Chief Financial Officer

EX-1.2

Exhibit 1.2

AMENDMENT NO. 1 TO SALES AGREEMENT

October 2, 2020

Truist Securities, Inc.

3333 Peachtree Road, 11th Floor

Atlanta, Georgia 30326

Ladies and Gentlemen:

9 Meters Biopharma, Inc., a Delaware corporation (the “Company”), and Truist Securities, Inc. (the “Agent”) are parties to that certain Sales Agreement, dated July 22, 2020, (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:

1. Reference to the “Registration Statement” in the Original Agreement shall refer to the registration statement on Form S-3 (File No.333-249268), originally filed with the Commission on October 2, 2020 (as the same may be amended from time to time, the “New Registration Statement”), when the New Registration Statement is declared effective by the Commission.

2. References to the date of the Original Agreement in the form of Issuance Notice included as Schedule I to the Original Agreement and the Form of Officer’s Certificate included as Exhibit A to the Original Agreement are hereby revised to read, “July 22, 2020, as amended by Amendment No. 1 to the Sales Agreement, dated October 2, 2020.”

3. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

4. This Amendment No. 1 to the Original Agreement (this “Amendment”) shall become effective upon the date that the New Registration Statement is declared effective under the Securities Act.

5. Entire Agreement; Amendment; Severability. This Amendment together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Issuance Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

6. Governing Law Provisions. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Amendment and agrees that such service shall constitute good and

Exhibit 1.2

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

7. Counterparts. This Amendment may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and may be delivered by facsimile transmission or by electronic delivery of a portable document format (PDF) file or via DocuSign electronic signature.

[Signature Page Follows]

Exhibit 1.2

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding amendment to the Original Agreement.

Very truly yours,
9 METERS BIOPHARMA, INC.
By:	/s/ Edward J. Sitar
Name:	Edward J. Sitar
Title:	Chief Financial Officer

The foregoing amendment is hereby confirmed and accepted by the Agent as of the date first above written.

TRUIST SECURITIES, INC.
By:		/s/ Keith Carpenter
Name:	Keith Carpenter
Title:		Director