Monopar Therapeutics S-3, filed Jan 3, 2020
Monopar Therapeutics (MNPR)
S-3
2020-01-03
View Original
Added on
October 18, 2026
As
filed with the Securities and Exchange Commission on January
3,
2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONOPAR THERAPEUTICS INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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2834
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32-0463781
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(State or Other
Jurisdiction of Incorporation or Organization)
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(Primary Standard
Industrial Classification Code Number)
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(I.R.S. Employer
Identification Number)
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1000 Skokie Blvd., Suite 350
Wilmette, IL 60091
(847)
388-0349
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
Chandler
D. Robinson
Chief
Executive Officer
1000
Skokie Blvd., Suite 350
Wilmette,
IL 60091
(847)
388-0349
(Name,
Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
Copies to:
Robert Rupp, Esq.
John J. Harrington
Baker & Hostetler LLP
200
Civic Center Drive, Suite 1200
Columbus, OH 43215
(614) 228-1541
Approximate date of commencement of proposed
sale to the public: From time to time after the effective
date of this Registration Statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.
☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller
reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated
filer ☐
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Accelerated filer
☐
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Non-accelerated
filer ☐
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Smaller reporting
company ☒
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Emerging growth
company ☒
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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ProposedMaximumAggregate OfferingPrice (1)
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Amount of Registration Fee (2)
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Common
Stock, par value $0.001 per share (1)(3)
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$
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75,000,000
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$
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9,735
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(1)
An
indeterminate aggregate initial offering price or number of shares
of Common Stock is being registered as may from time to time be
offered at indeterminate prices upon settlement of Common Stock
offered hereunder.
(2)
Estimated
solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
(3)
Includes an
indeterminate number of shares of Common Stock that may from time
to time become issuable by reason of any stock split, stock
dividend or similar transaction, for which no separate
consideration will be received by the Registrant.
The
Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED JANUARY 3, 2020
PRELIMINARY PROSPECTUS
The information in this preliminary prospectus is
not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting
offers to buy these securities in any jurisdiction
where the offer or sale is not
permitted.
PROSPECTUS
$75,000,000
Common Stock
We
may offer and sell an indeterminate number of shares of our Common
Stock from time to time under this prospectus. You should read this
prospectus and any prospectus supplement carefully before you
invest.
We
may offer our Common Stock in one or more offerings in amounts, at
prices, and on terms determined at the time of the offering. We may
sell our Common Stock through agents we select or through
underwriters and dealers we select. If we use agents, underwriters
or dealers, we will name them and describe their compensation in a
prospectus supplement.
This
prospectus provides a general description of our Common Stock that
we may offer. Each time we sell our Common Stock, we will provide
specific terms of the Securities offered in a supplement to this
prospectus. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement carefully
before you invest in our Common Stock. This prospectus may not be
used to consummate a sale of our Common Stock unless accompanied by
the applicable prospectus supplement.
Our
Common Stock is listed for trading on the Nasdaq Capital Market
under the symbol “MNPR.” On January 2, 2020 the last
reported sale price of our Common Stock was $17.27 per share. As of
that date, and based on that price, the aggregate market value of
our voting and non-voting common equity held by non-affiliates was
approximately $37.9 million.
We have not offered and sold any securities pursuant to General
Instruction I.B.6 of Form S-3 during the 12 calendar months prior
to and including the date of this prospectus.
Investing in our Common Stock involves significant risks. See
“Risk Factors” included in any accompanying prospectus
supplement and in the documents incorporated by reference in this
prospectus for a discussion of the factors you should carefully
consider before deciding to purchase our Common Stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
The
date of this Prospectus
is ,
20__
TABLE OF CONTENTS
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i
We are a clinical stage biopharmaceutical company focused on
developing proprietary therapeutics designed to improve clinical
outcomes for cancer patients. We are building a drug development
pipeline through the licensing and acquisition of oncology
therapeutics in late preclinical and clinical development stages.
We leverage our scientific and clinical experience to help reduce
the risk and accelerate the clinical development of our drug
product candidates. We currently have three compounds in
development: Validive® (clonidine
mucobuccal tablet; clonidine MBT), a Phase 3-ready, first-in-class
mucoadhesive buccal tablet for the prevention and treatment of
radiation-induced severe oral mucositis in oropharyngeal cancer
patients; camsirubicin (generic name for
5-imino-13-deoxydoxorubicin; previously known as MNPR-201,
GPX-150), a proprietary Phase 2 clinical stage topoisomerase
II-alpha selective analog of doxorubicin engineered specifically to
retain anticancer activity while minimizing toxic effects on the
heart; and MNPR-101 (formerly huATN-658), a pre-IND stage humanized
monoclonal antibody, which targets the urokinase plasminogen
activator receptor (“uPAR”), for the treatment of
advanced solid cancers.
Our
principal executive offices are located at 1000 Skokie Blvd, Suite
350, Wilmette, IL 60091. Our telephone number is (847)
388-0349.
1
RISK FACTORS
You should consider carefully
the risks discussed under the section captioned “Risk
Factors” contained in our annual report on Form 10-K for the
year ended December 31, 2018 and in our subsequent quarterly
reports on Form 10-Q, as updated by our subsequent
filings
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), each of which is incorporated by
reference in this prospectus in its entirety, together with other
information in this prospectus, and the information and documents
incorporated by reference in this prospectus, any prospectus
supplement and any free writing prospectus that we have authorized
for use in connection with this offering before you make a decision
to invest in our securities. If any of these events actually occur,
our business, operating results, prospects
or financial condition could be materially and adversely affected.
This could cause the trading price of our common stock to decline
and you may lose all or part of your investment.
2
IMPORTANT INFORMATION ABOUT THIS
PROSPECTUS
In
this prospectus, unless the context suggests otherwise, references
to “Monopar Therapeutics,” “Monopar,” the
“Company,” “we,” “us” and
“our” refer to Monopar Therapeutics Inc.
This prospectus is part of a “shelf”
registration statement. By using a shelf registration statement, we
may sell our Common Stock, as described in this prospectus, from
time to time in one or more offerings. Each time we sell our Common
Stock, we will provide a prospectus supplement to this prospectus
that contains specific information about the terms of such
offering. The prospectus supplement may also add, update or change
information contained in this prospectus. Before purchasing our
Common Stock, you should carefully read both this prospectus and
any prospectus supplement, together with the additional information
incorporated into this prospectus or described under the heading
“Where You Can Find More
Information.”
You
should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have
not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer
to sell our Common Stock in any jurisdiction where the offer or
sale is not permitted. You should assume that the information
appearing in this prospectus, and have incorporated by reference,
is accurate only as of the date on the front cover of this
prospectus, or when such document was filed with the Securities and
Exchange Commission (“SEC”). Our business, financial
condition, results of operations and prospects may have changed
since the relevant date.
Neither
we, nor any of our officers, directors, agents, representatives or
underwriters, make any representation to you about the legality of
an investment. You should not interpret the contents of this
prospectus, any prospectus supplement, or any free writing
prospectus to be legal, business, investment or tax advice. You
should consult with your own advisors for that type of advice and
consult with them about the legal, tax, business, financial and
other issues that you should consider before investing in our
Common Stock.
We
will not use this prospectus to offer and sell our Common Stock
unless it is accompanied by a prospectus supplement that more fully
describes the terms of the offering.
3
FORWARD-LOOKING STATEMENTS
This
Prospectus contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Act”) and Section 21E of the 34 Act. All
statements other than statements of historical facts included in
this Prospectus are forward-looking statements. The words
“hopes,” “believes,”
“anticipates,” “plans,”
“seeks,” “estimates,”
“projects,” “expects,”
“intends,” “may,” “could,”
“should,” “would,” “will,”
“continue,” and similar expressions are intended to
identify forward-looking statements. The following uncertainties
and factors, among others, could affect future performance and
cause actual results to differ materially from those matters
expressed in or implied by forward-looking statements:
●
our ability to
raise sufficient funds in the coming months in order for us to
start our Validive Phase 3 clinical trial;
●
our ability to find
a suitable pharmaceutical partner to further our development of
Validive, if we are unable to raise sufficient additional
financing;
●
risks and
uncertainties associated with our research and development
activities, including our clinical trials;
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estimated
timeframes for our clinical trials and regulatory reviews for
approval to market products;
●
plans to research,
develop and commercialize our current and future product
candidates;
●
the rate and degree
of market acceptance and clinical utility of any products for which
we receive marketing approval;
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commercialization,
marketing and manufacturing capabilities and strategy;
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intellectual
property position and strategy;
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future financial
performance;
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estimates regarding
expenses, capital requirements and need for additional
financing;
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the impact of
government laws and regulations;
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ability to attract
and retain key personnel; and
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financial and
operational projections.
Although we believe
that the expectations reflected in such forward-looking statements
are appropriate, we can give no assurance that such expectations
will be realized. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements
above and made elsewhere in this prospectus and future supplemental
prospectuses. We undertake no obligation to update any statements
made in this Prospectus or elsewhere, including without limitation
any forward-looking statements, except as required by
law.
You
should read this prospectus and the documents that we reference in
this prospectus with the understanding that our actual future
results, levels of activity, performance and events and
circumstances may be materially different from what we
expect.
4
DESCRIPTION OF CAPITAL STOCK
We have
the authority to issue 40,000,000 shares of Common Stock, $0.001
par value. As of January 3, 2020, there were 10,587,632 shares of
our Common Stock issued and outstanding.
We have
reserved 1,600,000 shares of our Common Stock for issuance under
our 2016 Stock Incentive Plan, as subsequently amended (the
“Plan”), and as of January 3, 2020, we have outstanding
stock options to purchase up to 1,087,463 shares of our Common
Stock and 494,104 shares of our Common Stock available for future
stock awards under the Plan.
Common
Stock
Voting Rights
The
holders of shares of our Common Stock are entitled to one vote per
share for the election of directors and on all other matters
submitted to a vote of stockholders. Shares of our Common Stock do
not have cumulative voting rights. The election of our Board of
Directors (“Board”) is decided by a plurality of the
votes cast at a meeting of our stockholders by the holders of stock
entitled to vote in the election.
Dividends
Holders
of our Common Stock are entitled to receive such dividends as may
be declared by our Board out of funds legally available
therefor.
Liquidation
Upon
our dissolution and liquidation, holders of our Common Stock are
entitled to a ratable share of our net assets remaining after
payments to our creditors.
Rights and Preferences
Preferred
Stock
We have
no preferred stock authorized or outstanding.
Anti-Takeover
Provisions
Delaware Law
We are
subject to Section 203 of the Delaware General Corporation Law.
Subject to certain exceptions, Section 203 prevents a publicly held
Delaware corporation from engaging in a "business combination" with
any "interested stockholder" for three years following the date
that the person became an interested stockholder, unless the
interested stockholder attained such status with the approval of
our Board or unless the business combination is approved in a
prescribed manner. A "business combination" includes, among other
things, a merger or consolidation involving us and the "interested
stockholder" and the sale of more than 10% of our assets. In
general, an "interested stockholder" is any entity or person
beneficially owning 15% or more of our outstanding voting stock and
any entity or person affiliated with or controlling or controlled
by such entity or person.
Authorized but Unissued Shares
The
authorized but unissued shares of our Common Stock are available
for future issuance without stockholder approval, subject to any
limitations imposed by the listing standards of any exchange on
which our shares are listed. These additional shares may be used
for a variety of corporate finance transactions, acquisitions and
employee benefit plans. The existence of authorized but unissued
and unreserved Common Stock could make more difficult or discourage
an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.
5
Election of Director by Plurality of Shares; Vacancies
Our
Amended and Restated By-laws provide that directors will be elected
by a plurality of votes cast by the shares present in person or by
proxy at a meeting of the stockholders and entitled to vote
thereon, a quorum being present at such meeting. There is no
cumulative voting, meaning that Directors may be elected with a
vote of holders of less than a majority of the outstanding common
stock.
Our
Amended and Restated By-laws also provide that vacancies occurring
on our Board may be filled by the affirmative votes of a majority
of the remaining members of our Board or by the sole remaining
director, and not by our stockholders. Such provisions in our
corporate organizational documents and under Delaware law may
prevent or frustrate attempts by our stockholders to change our
management or hinder efforts to acquire a controlling interest in
us. The inability to make changes to our Board could prevent or
discourage an attempt to take control of the Company by means of a
proxy contest, tender offer, merger or otherwise.
Special Meeting of Stockholders; Advance Notice Requirements for
Stockholder Proposals and Director Nominations; Stockholder
Action
Our
Amended and Restated By-laws provide that, except as otherwise
required by law, special meetings of the stockholders can only be
called by our Board. Stockholders at a special meeting may only
consider matters set forth in the notice of the meeting. These
provisions could have the effect of delaying until the next
stockholder meeting stockholder actions that may be favored by the
holders of a majority of our outstanding voting
securities.
Super Majority Voting
The
General Corporation Law of the State of Delaware provides generally
that the affirmative vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's certificate
of incorporation or by-laws, unless a corporation's certificate of
incorporation or by-laws, as the case may be, requires a greater
percentage. Our Amended and Restated By-laws may be amended or
repealed by a majority vote of our Board or the affirmative vote of
the holders of at least a majority of the votes that all our
stockholders would be entitled to cast in any election of
Directors.
Registration
Rights
We are
subject to an agreement with TacticGem, LLC
(“TacticGem”), our largest stockholder, which obligates
us to file a Form S-3 or other appropriate form of registration
statement covering the resale of any of our Common Stock by
TacticGem, or its members Gem Pharmaceuticals, LLC, or Tactic
Pharma, LLC, upon direction by TacticGem at any time after we have
been subject to the reporting requirements of the 1934 Act for at
least twelve months (the “Initial Holding Period”). We
are required to use our best efforts to have such registration
statement declared effective as soon as practical after it is
filed. In the event that such registration statement for resale is
not approved by the SEC, and TacticGem submits a written request,
we are required to prepare and file a registration statement on
Form S-1 registering such Common Stock for resale and to use our
best efforts to have such registration statement declared effective
as soon as practical thereafter. After registration, pursuant to
these rights, these shares will become freely tradable without
restriction under the Securities Act other than pursuant to
restrictions on affiliates under Rule 144. TacticGem has agreed to
enter into a lock-up agreement and to not exercise any rights of
resale for 180 days after the date of our initial public offering
which was December 18, 2019.
Listing
Our
Common Stock is listed on the Nasdaq Capital Market under the
symbol “MNPR.”
Transfer
Agent and Registrar
6
PLAN OF DISTRIBUTION
We
may sell our Common Stock covered in this prospectus in any of
three ways (or in any combination):
●
through
underwriters or dealers;
●
directly to a
limited number of purchasers or to a single purchaser;
or
●
through
agents.
The
distribution of our Common Stock may be effected from time to time
in one or more transactions:
●
at market prices
prevailing at the time of sale;
●
at prices related
to such prevailing market prices; or
●
at negotiated
prices.
Each
time that we use this prospectus to sell our Common Stock, we will
also provide a prospectus supplement that contains the specific
terms of the offering. The prospectus supplement will set forth the
terms of the offering of our Common Stock, including:
●
the name or names
of any underwriters, dealers or agents and the amounts of any of
our Common Stock underwritten or purchased by each of them;
and
●
the public offering
price of our Common Stock and the proceeds to us and any discounts,
commissions or concessions allowed or reallowed or paid to
dealers.
Any
public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to
time.
If
underwriters are used in the sale of our Common Stock, our Common
Stock will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price
or at varying prices determined at the time of sale. Our Common
Stock may be either offered to the public through underwriting
syndicates represented by managing underwriters, or directly by
underwriters. Generally, the underwriters’ obligations to
purchase our Common Stock will be subject to certain conditions
precedent. The underwriters may be obligated to purchase all of our
Common Stock if they purchase any of our Common Stock.
We may
sell the securities through agents from time to time. The
prospectus supplement will name any agent involved in the offer or
sale of our Common Stock and any commissions we pay to them.
Generally, any agent will be acting on a best efforts basis for the
period of its appointment.
We may
authorize underwriters, dealers or agents to solicit offers by
certain purchasers to purchase our Common Stock from us at the
public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. The contracts will be
subject only to those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth any
commissions we pay for solicitation of these
contracts.
Agents
and underwriters may be entitled to indemnification by us against
certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribution with respect
to payments which the agents or underwriters may be required to
make in respect thereof. Agents and underwriters may be customers
of, engage in transactions with, or perform services for us in the
ordinary course of business.
We may
enter into derivative transactions with third parties, or sell our
Common Stock not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus
supplement indicates, in connection with those derivatives, the
third parties may sell our Common Stock covered by this prospectus
and the applicable prospectus supplement, including in short sale
transactions. If so, the third party may use our Common Stock
pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of our Common Stock,
and may use our Common Stock received from us in settlement of
those derivatives to close out any related open borrowings of our
Common Stock. The third party in such sale transactions will be an
underwriter and will be identified in the applicable prospectus
supplement (or a post-effective amendment).
7
LEGAL MATTERS
Certain legal
matters will be passed upon for us by Baker & Hostetler, LLP,
Columbus, Ohio.
The
financial statements as of December 31, 2018 and 2017, and for the
years then ended, included in this Prospectus have been so included
in reliance on the report of BPM LLP, an independent registered
public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have
filed with the SEC this shelf registration statement on Form S-3
under the Securities Act with respect to our Common Stock we are
offering by this prospectus. This prospectus does not contain all
of the information included in the registration statement. For
further information pertaining to us and our Common Stock, you
should refer to the registration statement and to its exhibits.
Whenever we make reference in this prospectus to any of our
contracts, agreements or other documents, the references are not
necessarily complete, and you should refer to the exhibits attached
to the registration statement for copies of the actual contract,
agreement or other document.
We file
annual, quarterly and current reports, information statements and
proxy statements and other information with the SEC. You can read
our SEC filings, including the registration statement, at the
SEC’s website at www.sec.gov. You may also read and copy any
document we file with the SEC at its public reference facility at
100 F Street, N.E., Room 1580, Washington, D.C. 20549. We also
maintain a website at http://www.monopartx.com. You may access,
free of charge, our annual reports on Form 10-K, quarterly reports
on Form 10- Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the SEC.
The information contained on, or that can be accessed through, our
website is not a part of, and should not be construed as being
incorporated by reference into, this prospectus or the accompanying
prospectus supplement.
You may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference
facilities.
8
INCORPORATION OF DOCUMENTS BY
REFERENCE
The SEC
allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you
by referring you to another document that we have filed separately
with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus.
Information in this prospectus supersedes information incorporated
by reference that we filed with the SEC prior to the date of this
prospectus, while information that we file later with the SEC will
automatically update and supersede the information in this
prospectus. We incorporate by reference into this prospectus and
the registration statement of which this prospectus is a part the
information and documents listed below that we have filed with the
SEC (Commission File No. 000-55866):
●
our Quarterly
Report on
Form 10-Q for the quarter ended September 30, 2019, filed with
the SEC on November 12, 2019;
●
our Quarterly
Report on
Form 10-Q for the quarter ended June 30, 2019, filed with the
SEC on August 8, 2019;
●
our Quarterly
Report on
Form 10-Q for the quarter ended March 31, 2019, filed with the
SEC on May 10, 2019;
●
our Information
Statement regarding our Annual Meeting of Stockholders on June 27,
2019, on
DEF14C, filed with the SEC on May 22, 2019;
●
our Annual Report
on
Form 10-K for the year ended December 31, 2018, filed with the
SEC on February 26, 2019;
●
our Current Reports
on Form 8-K, filed with the SEC on
June 27, 2019,
June 5, 2018, and
July 2, 2018, to the extent the information in such reports is
filed and not furnished; and
●
the description of
our Common Stock contained in our Registration Statement on
Form 8-A, registering our Common Stock under Section 12(b)
under the Exchange Act, filed with the SEC on September 30, 2019,
as supplemented by the "Description of Capital Stock" beginning on
page 5 of this prospectus and including any amendments or reports
filed for the purpose of updating such
description.
We also
incorporate by reference any future filings (other than Current
Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items unless
such Form 8-K expressly provides to the contrary) made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
including those made after the date of the initial filing of the
registration statement of which this prospectus is a part and prior
to effectiveness of such registration statement, until we file a
post-effective amendment that indicates the termination of the
offering of the common stock made by this prospectus and will
become a part of this prospectus from the date that such documents
are filed with the SEC. Information in such future filings updates
and supplements the information provided in this prospectus. Any
statements in any such future filings will automatically be deemed
to modify and supersede any information in any document we
previously filed with the SEC that is incorporated or deemed to be
incorporated herein by reference to the extent that statements in
the later filed document modify or replace such earlier
statements.
We will
furnish without charge to each person, including any beneficial
owner, to whom a prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated by
reference into this prospectus but not delivered with the
prospectus, including exhibits that are specifically incorporated
by reference into such documents. You should direct any requests
for documents to Monopar Therapeutics, Inc., Attention: Corporate
Secretary, 1000 Skokie Blvd., Suite 350, Wilmette, IL 60091. Our
phone number is (847)
388-0349. You may also view the documents that we file with the SEC
and incorporate by reference in this Prospectus on our corporate
website at www.monopartx.com. The information on our website is not
incorporated by reference and is not a part of this
prospectus.
9
$75,000,000
Common
Stock
Monopar Therapeutics Inc.
PROSPECTUS
, 20__
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses Of Issuance And Distribution
The
following table sets forth the fees and expenses, other than
underwriting discounts and commissions, payable by us in connection
with the registration of our Common Stock hereunder. All amounts
are estimates except the SEC registration fee.
|
|
Amount to be paid
|
|
SEC
Registration fee
|
$
9,735
|
|
Legal
fees and expenses
|
(1)
|
|
Accounting fees and
expenses
|
(1)
|
|
Printing
expenses
|
(1)
|
|
Transfer agent fees
and expenses
|
(1)
|
|
Miscellaneous
|
(1)
|
|
Total
|
(1)
|
(1)
These fees and expenses are calculated based on our Common Stock
offered and the number of issuances and accordingly are not
estimated at this time and will be reflected in the applicable
prospectus supplement.
Item
15. Indemnification of Directors and Officers.
Delaware Law
Section
102 of the General Corporation Law of the State of Delaware permits
a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary
damages for a breach of fiduciary duty as a director, except where
the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a
law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an
improper personal benefit.
Section
145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director,
officer, employee, or agent of the corporation, or a person serving
at the request of the corporation for another corporation,
partnership, joint venture, trust or other enterprise in related
capacities against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with an action, suit or
proceeding to which he was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding by reason of such position, if such person acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, except that, in the case of actions
brought by or in the right of the corporation, no indemnification
shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Second Amended and Restated Certificate of
Incorporation
●
Our Certificate of
Incorporation provides that we are required to provide
indemnification and advancement of expenses to our directors,
officers or other agents to the fullest extent permitted by
Delaware's General Corporation Law. Our Certificate of
Incorporation limits the personal liability of directors for breach
of fiduciary duty to the maximum extent permitted by the Delaware
General Corporation Law and provides that no director will have
personal liability to us or to our stockholders for monetary
damages for breach of fiduciary duty or other duty as a director.
However, these provisions do not eliminate or limit the liability
of any of our directors for any breach of the director's duty of
loyalty to us or our stockholders;
●
or acts or
omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, fraud, or gross
negligence;
●
for voting for or
assenting to unlawful payments of dividends, stock repurchases or
other distributions; or
●
for any transaction
from which the director derived an improper personal
benefit.
II-1
In
addition, our Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware’s General Corporation
Law, we will indemnify each person who was or is a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, other than an action by or in
the right of the Company, by reason of the fact that he or she is
or was, or has agreed to become, a director or officer, or is or
was serving, or has agreed to serve, at our request as a director,
officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or
other enterprise (all such persons being referred to as an
"Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action,
suit or proceeding and any appeal therefrom, if such Indemnitee
acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, our best interests, and, with respect
to any criminal action or proceeding, he or she had no reasonable
cause to believe his or her conduct was unlawful.
Indemnification Agreements
We have entered into a consulting agreement with our officer
Patrice Rioux (through pRx Consulting, LLC) pursuant to which we
have agreed to indemnify pRx Consulting, LLC from and against all
liabilities, losses, damages, expenses, charges and fees which it
may sustain or incur by reason of any claim which may be asserted
against pRx Consulting, LLC arising out of or attributable to us or
our employees or contractors.
Insurance
We maintain a general liability insurance policy that covers
certain liabilities of directors and officers of our corporation
arising out of claims based on acts or omissions in their
capacities as directors or officers. We may obtain directors and
officers insurance that may cover potential claims against us and
our officers and directors related to securities and corporate
governance lawsuits.
Underwriting Agreement
In any
underwriting agreement we enter into in connection with the sale of
our Common Stock being registered hereby, the underwriters will
agree to indemnify, under certain conditions, us, our directors,
our officers and persons who control us within the meaning of the
Securities Act of 1933, as amended, against certain
liabilities.
Item
16. Exhibits and Financial Statement Schedules
The exhibits to the registration statement are listed in the
Exhibit Index attached hereto and incorporated by reference
herein.
Item
17. Undertakings
The undersigned registrant hereby undertakes:
(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;
(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 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 Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
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;
provided,
however, that paragraphs
(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, 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 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 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 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 the 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; and
(5)
That, for the purpose of determining
liability of the registrant under the Securities Act 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 an undersigned registrant; and
(iv)
Any other communication that is an offer in
the offering made by the undersigned registrant to the
purchaser.
The undersigned hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the 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 such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (otherthan the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
II-2
SIGNATURES
|
|
Monopar
Therapeutics Inc
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Chandler D.
Robinson
|
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|
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Name: Chandler D.
Robinson
|
|
|
|
|
Title: Chief Executive
Officer and Director
|
|
We,
the undersigned officers and directors of Monopar Therapeutics
Inc., hereby severally constitute and appoint Chandler D. Robinson
and Kim R. Tsuchimoto, and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them
singly, to sign for us and in our names in the capacities indicated
below the Registration Statement on Form S-3 filed
herewith and any and all amendments (including post-effective
amendments) to said Registration Statement, and any registration
statement filed pursuant to Rule 462 under the Securities Act of
1933, as amended, in connection with said Registration Statement,
and to file or cause to be filed the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all such
things in our name and on our behalf in our capacities as officers
and directors to enable Monopar Therapeutics Inc., to comply with
the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys, and each of them,
or their substitute or substitutes, shall do or cause to be done by
virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
|
Signatures
|
Title
|
Date
|
|
/s/
Chandler D. Robinson
|
|
January
3, 2020
|
|
Chandler
D. Robinson
|
Chief
Executive Officer and Director (Principal Executive
Officer)
|
|
|
/s/ Kim
R. Tsuchimoto
|
|
January 3,
2020
|
|
Kim R.
Tsuchimoto
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
|
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/s/
Andrew P. Mazar
|
|
January 3,
2020
|
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Andrew
P. Mazar
|
Chief
Scientific Officer and Director
|
|
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/s/
Christopher M. Starr
|
|
January 3,
2020
|
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Christopher
M. Starr
|
Executive Chairman
of the Board and Director
|
|
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/s/
Raymond W. Anderson
|
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January 3,
2020
|
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Raymond
W. Anderson
|
Director
|
|
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/s/
Michael J. Brown
|
|
January 3,
2020
|
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Michael
J. Brown
|
Director
|
|
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/s/
Arthur J. Klausner
|
|
January 3,
2020
|
|
Arthur
J. Klausner
|
Director
|
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Exhibit Index
|
Exhibit
|
Document
|
Incorporated by Reference From:
|
|
3.1
|
Exhibit
3.1 on Form S-1/A filed on September 10, 2019
|
|
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3.2
|
Exhibit
3.2 on Form S-1/A filed on September 10, 2019
|
|
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4.1
|
Exhibit
4.1 on Form S-1/A filed on September 10, 2019
|
|
|
5.1
|
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|
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23.1
|
|
|
|
23.2
|
|
|
|
24.1
|
|
January
3, 2020
Monopar
Therapeutics Inc.
1000
Skokie Blvd., Suite 350
Wilmette,
Illinois 60091
Ladies
and Gentlemen:
We have
acted as counsel for Monopar Therapeutics Inc., a Delaware
corporation (the “Company”), in connection
with the Registration Statement on Form S-3 (the
“Registration
Statement”) to be filed by the Company with the
Securities and Exchange Commission (the “Commission”) on or about
the date hereof. The Registration
Statement relates to the proposed offer and sale from time to time
of shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share
(the “Common
Stock”), up to a maximum
aggregate offering price of $75 million. The Shares may be offered
and sold from time to time, on a continuous or delayed basis, by
the Company pursuant to Rule 415 under the Securities Act of 1933,
as amended (the “Act”), in amounts, at prices and on terms that
will be determined at the time of each offering and included in a
prospectus supplement (a “Prospectus
Supplement”) to the
prospectus included in the Registration
Statement.
We have
examined such documents and such matters of fact and law as we deem
necessary to render the opinions contained herein. In our
examination, we have assumed, but have not independently verified,
the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as certified, facsimile
or other copies, and the authenticity of all such documents.
As to questions of fact material to
this opinion, we have relied on certificates or comparable
documents of public officials and of officers and representatives
of the Company.
For
purposes of this opinion, we have assumed that:
(a)
the
Registration Statement and any amendments thereto will have become
effective and remain effective at the time of issuance and sale of
the Shares thereunder;
(b)
the
Company’s Board of Directors or a duly authorized committee
thereof shall have authorized the issuance and sale of the Shares
by all necessary corporate action;
(c)
at
the time of the issuance and sale of the Shares, a sufficient
number of shares of Common Stock is authorized and available for
issuance pursuant to the Company’s Second Amended and
Restated Certificate of Incorporation, as it then may be
amended;
(d)
a
Prospectus Supplement with respect to the offering of the Shares
shall have been prepared, delivered and filed with the Commission
in compliance with the Act and the rules and regulations
thereunder, and such Shares shall have been issued and sold as
described in the Registration Statement and such Prospectus
Supplement and in accordance with the terms and conditions of any
applicable underwriting or similar agreement; and
(e)
certificates
for the Shares have been duly executed by the Company,
countersigned by the transfer agent therefor and duly delivered to
the purchasers thereof against the adequate payment
therefor.
Based
on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Shares offered pursuant to the
Registration Statement will be validly issued, fully paid and
non-assessable.
The
opinions expressed herein are limited to the General Corporation
Law of the State of Delaware and we express no opinion as to the
effect on the matters covered by this letter of the laws of any
other jurisdiction.
We
hereby consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Commission.
Very
truly yours,
/s/
Baker & Hostetler LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We
hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 26,
2019, relating to the consolidated financial statements, which
appears in the Annual Report on Form 10-K of Monopar Therapeutics
Inc., for the year ended December 31, 2018. We also consent to the
reference of our firm under the heading “Experts” in
such Registration Statement.
/s/ BPM LLP
BPM
LLP
San
Francisco, California
January
3, 2020