ORIC Pharma Enters Material Agreement, Sells Unregistered Equity

TL;DR

**ORIC just raised capital through unregistered stock sales, expect potential dilution.**

AI Summary

Oric Pharmaceuticals, Inc. filed an 8-K on January 22, 2024, reporting an event on January 20, 2024, concerning an entry into a material definitive agreement and unregistered sales of equity securities. This indicates the company has likely secured new funding or entered a significant partnership, which could dilute existing shareholder value due to the equity sales but also provide capital for operations or drug development. For investors, this matters because while new capital is good, the method of obtaining it (unregistered equity sales) suggests a potential dilution of their ownership stake.

Why It Matters

This filing signals Oric Pharmaceuticals has secured new capital, which is crucial for a biotech company's R&D, but the unregistered equity sales could dilute existing shareholders' ownership.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities introduces dilution risk for current shareholders, though the capital raised could reduce immediate financial instability.

Analyst Insight

A smart investor would monitor Oric Pharmaceuticals for details on the material definitive agreement and the terms of the unregistered equity sales to assess the extent of dilution and the strategic benefits of the new capital.

Key Numbers

• $0.0001 — par value per share (par value of Oric Pharmaceuticals' common stock)

Key Players & Entities

• Oric Pharmaceuticals, Inc. (company) — the registrant filing the 8-K
• 001-39269 (dollar_amount) — Commission File Number
• January 20, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed
• Nasdaq Global Select Market (company) — exchange where ORIC common stock is registered

Forward-Looking Statements

• Oric Pharmaceuticals will use the capital from unregistered equity sales to fund ongoing clinical trials or research and development. (Oric Pharmaceuticals, Inc.) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share ORIC The Nasdaq Global Se
• $10.00 — 0001 per share (the "Common Stock"), at $10.00 per Share. The aggregate gross proceeds
• $125 m — Private Placement will be approximately $125 million, before deducting offering expens

Filing Documents

• d737340d8k.htm (8-K) — 32KB
• d737340dex101.htm (EX-10.1) — 154KB
• d737340dex991.htm (EX-99.1) — 11KB
• 0001193125-24-011747.txt ( ) — 371KB
• oric-20240120.xsd (EX-101.SCH) — 3KB
• oric-20240120_lab.xml (EX-101.LAB) — 18KB
• oric-20240120_pre.xml (EX-101.PRE) — 11KB
• d737340d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 20, 2024, ORIC Pharmaceuticals, Inc. (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"), for the private placement (the "Private Placement") of 12,500,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at $10.00 per Share. The aggregate gross proceeds for the Private Placement will be approximately $125 million, before deducting offering expenses, and the Private Placement is expected to close on January 23, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the proposed financing to fund the research and development of the Company's clinical-stage product candidates and research programs and for working capital and general corporate purposes. Pursuant to the Purchase Agreement, the Company's executive officers and directors agreed not to sell or transfer any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, for a period of sixty days following the closing of the transaction, subject to certain exceptions, including sales pursuant to any previously adopted Rule 10b5-1 trading plans. In addition, pursuant to the Purchase Agreement, the Company also agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") within thirty (30) days following the closing of the transaction (subject to certain exceptions) for purposes of registering the resale of the Shares, to use its commercially reasonable efforts to have such registration statement declared effective within the time period set forth in the Purchase Agreement, and to keep such registration statement effective for up to two years. The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosures set forth in Item 1.01 above are incorporated in this Item 3.02.

01

Item 7.01 Regulation FD Disclosure. On January 22, 2024, the Company issued a press release announcing that it has entered into the Purchase Agreement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. All of the information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Stock Purchase Agreement, dated January 20, 2024, by and among the Company and the Purchasers named therein. 99.1 Press Release, dated January 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements

SIGNATURES

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. ORIC PHARMACEUTICALS, INC. Date: January 22, 2024 By: /s/ Christian Kuhlen Christian Kuhlen, M.D., J.D. General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR