UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2007
GTx, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-50549
(Commission File Number)
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62-1715807
(IRS Employer Identification No.) |
3 N. Dunlap Street
Van Vleet Building
Memphis, Tennessee 38163
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (901) 523-9700
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities.
On December 18, 2007, GTx, Inc. (the “Company”) issued 1,285,347 shares of the Company’s
common stock (the “Shares”) to Merck & Co., Inc. (“Merck”) for an aggregate purchase price of
$29,999,998.98 in connection with the closing (the “Closing”) of the transactions contemplated by
that certain Stock Purchase Agreement, dated November 5, 2007, by and between the Company and Merck
(the “Purchase Agreement”). The Shares were issued to Merck in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, and Merck has represented to the Company that it is an
“accredited investor” within the meaning of Rule 501 under the Act. The Purchase Agreement was
entered into in connection with that certain Exclusive License and Collaboration Agreement dated
November 5, 2007 that the Company entered into with Merck (the “Collaboration Agreement”), which
Collaboration Agreement became effective concurrently with the Closing.
In connection with the Closing, the Company entered into a Registration Rights Agreement with
Merck (the “Rights Agreement”) pursuant to which the Company agreed to prepare and file, as soon as
reasonably practicable following the Closing, a shelf registration statement under the Securities
Act (the “Registration Statement”) registering the resale of the Shares by Merck (or any permitted
transferees of Merck) from time to time under the Registration Statement. The Company agreed to pay
all expenses incident to the registration of Shares pursuant to the Rights Agreement and the
performance of its obligations thereunder. Pursuant to the Rights Agreement, the Company agreed to
cause the Registration Statement to remain effective until such time as all of the Shares (a) are
eligible to be sold pursuant to Rule 144 under the Securities Act during any ninety 90-day period,
(b) have been sold pursuant to an effective registration statement or pursuant to Rule 144 under
the Securities Act or (c) have been sold, transferred or otherwise disposed of to any person not
entitled to the registration rights under the Rights Agreement, but in any event for no longer than
the period ending on the later of December 18, 2009 or the end of the first 90-day period following
December 18, 2007 during which all of the Shares may be sold pursuant to Rule 144 under the
Securities Act. The Company’s obligation to cause the Registration Statement to remain effective
may terminate earlier in the event of certain change in control events involving the Company,
subject to certain conditions. The Rights Agreement provides for cross-indemnification in
connection with registration of the Shares under the Securities Act. The foregoing is only a brief
description of the material terms of the Rights Agreement, does not purport to be a complete
statement of the rights and obligations of the parties under the Rights Agreement and the
transactions contemplated thereby, and is qualified in its entirety by reference to the Rights
Agreement that is filed as Exhibit 4.7 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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4.7 |
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Registration Rights Agreement between Registrant and Merck &
Co., Inc. dated December 18, 2007 |