Delaware | 62-1715807 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Title of Each Class of Securities To Be Registered(1) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(3) | ||||||
Common Stock, par value $.001 per share
|
$ | 10,133,000 | $ | 1,084.24 |
(1) | There are being registered hereunder such indeterminate number of shares of Common Stock as shall have an aggregate initial offering price not to exceed $10,133,000. | |
(2) | The proposed maximum aggregate offering price per share will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the shares of Common Stock registered hereunder. The Registrant previously registered shares of its Common Stock having a proposed maximum aggregate offering price of $100,000,000 pursuant to a Registration Statement on Form S-3 (File No. 333-127175), which was declared effective by the Securities and Exchange Commission on August 17, 2005, and for which a fee of $11,770.00 was paid. Of these shares, the Registrant sold 6,325,000 shares of its Common Stock at an aggregate offering price of $49,335,000 pursuant to a Prospectus Supplement dated October 11, 2005, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act. | |
(3) | Calculated pursuant to Rule 457(o) under the Securities Act. |
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE | ||||||||
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS | ||||||||
Item 17. Undertakings. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
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GTx, Inc. |
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By: | /s/ Mitchell S. Steiner | |||
Mitchell S. Steiner, M.D., F.A.C.S. | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mitchell S. Steiner
|
Chief Executive Officer,
Vice-Chairman and Director (Principal Executive Officer) |
December 13, 2006 | ||
/s/ Mark E. Mosteller
|
Chief Financial Officer (Principal Accounting and Financial Officer) |
December 13, 2006 | ||
/s/ J.R. Hyde, III*
|
Chairman of the Board of Directors | December 13, 2006 | ||
/s/ Marc S. Hanover*
|
Director | December 13, 2006 | ||
|
Director | |||
/s/ Andrew M. Clarkson*
|
Director | December 13, 2006 | ||
/s/ J. Kenneth Glass*
|
Director | December 13, 2006 | ||
/s/ Robert W. Karr*
|
Director | December 13, 2006 | ||
/s/ Rosemary Mazanet*
|
Director | December 13, 2006 | ||
/s/ John H. Pontius*
|
Director | December 13, 2006 | ||
/s/ Timothy R. G. Sear*
|
Director | December 13, 2006 | ||
*By: /s/ Mark E. Mosteller
|
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Exhibit Number |
Description of the Document | |
5.1
|
Opinion of Cooley Godward Kronish LLP | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1) | |
24.1
|
Power of Attorney (1) |
(1) | Previously filed on the signature page to the Registrants Registration Statement on Form S-3 (File No. 333-127175), which was declared effective by the Securities and Exchange Commission on August 17, 2005, and incorporated by reference herein. |