Item 1.01 — Entry into a Material
Definitive Agreement.
On June 24, 2019, ArQule, Inc. (“ArQule”,
“we” or “us”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with SVB
Leerink LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule A thereto (collectively,
the “Underwriters”), providing for the offer and sale of 9,250,000 shares of our common stock (the “Offering”)
at a price to the public of $9.75 per share before discounts and commissions. In addition, we granted the Underwriters a 30-day
option to purchase up to an additional 1,387,500 shares of common stock. The gross proceeds to ArQule from the Offering, excluding
any exercise by the underwriters of their 30-day option to purchase additional common shares, are expected to be approximately
$90.2 million before deducting the underwriting discounts and commissions and offering expenses payable by ArQule. The Offering
is scheduled to close on or about June 27, 2019, subject to customary closing conditions.
The Underwriting Agreement contains customary
representations, warranties, covenants and agreements by ArQule, indemnification obligations of ArQule and the Underwriters, including
for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement
and, as of specific dates, were solely for the benefit of the parties to such agreement.
The Offering is being made by means of a
written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration
Statement No. 333-232306), previously filed with the Securities and Exchange Commission (“SEC”), which automatically
became effective on June 24, 2019. We have filed a final prospectus supplement, dated June 24, 2019, with the SEC relating to the
Offering.
Pursuant to the Underwriting Agreement,
certain of our directors, executive officers and stockholders entered into agreements in substantially the form agreed to by the
Underwriters providing for a 90-day “lock-up” period with respect to sales of specified securities, subject to certain
exceptions.
The disclosures on this Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any
sale of these securities 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.
The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this
Form 8-K and is incorporated by reference herein.
The legal opinion of Arnold & Porter
Kaye Scholer LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 to
this Current Report on Form 8-K.