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Item 1.01.
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Entry into a Material Definitive Agreement.
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On
July 13, 2020, Idera Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with entities controlled by Pillar Invest Corporation identified therein (each a “Purchaser”
and together the “Purchasers”), providing for a private placement transaction (the “Transaction”) exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which
the Company has issued and sold, for $5.1 million of aggregate consideration (the “First Closing”), (i) 749,993 shares
(the “Shares”) of the Company’s common stock, par value 0.001 (the "Common Stock"), (ii) pre-funded
warrants (the “First Pre-Funded Warrants”) to purchase up to 2,014,234 shares of Common Stock, at an exercise price
of $0.01 per share, in lieu of certain Shares to the extent that purchasing such Shares will cause the Purchasers to beneficially
own in excess of 19.99% of the total number of shares of Common Stock outstanding post transaction, and (iii) warrants (the “First
Closing Common Warrants”) exercisable for 2,764,227 shares of Common Stock, at an exercise price of $2.58 per share. Each
Share (or First Pre-Funded Warrant) and the associated First Closing Common Warrant had a combined purchase price of 1.845 ($1.72
per share of Common Stock of First Pre-Funded Warrant plus $0.125 per First Closing Common Warrant).
Pursuant to the Securities Purchase Agreement, the Company has
also agreed to issue and sell to the Purchasers, for $5.1 million of aggregate consideration (the “Second Closing”),
(i) pre-funded warrants to purchase up to 784,615 shares of Common Stock (the “Second Pre-Funded Warrants” and, together
with the First Pre-Funded Warrants (the “Pre-Funded Warrants”), at an exercise price of $0.01 per share, and (ii) warrants
to purchase up to 274,615 shares of Common Stock (the “Second Closing Common Warrants” and, together with the First
Closing Common Warrants, the “Common Warrants”), at an exercise price of $9.75 per share. Each Pre-Funded Warrant and
the 0.35 associated Second Closing Common Warrant will have a combined purchase price of $6.50 ($6.45625 per Pre-Funded Warrant
plus $0.04375 per 0.35 of a Second Closing Common Warrant). The Second Closing will occur on or before the tenth Business Day following
the ORR Data Announcement (as defined in the Securities Purchase Agreement) and will be held on or before the fifth day following
delivery of written notice by the Purchasers to the Company.
The
Warrants issuable pursuant to the Securities Purchase Agreement are exercisable at any time or times, provided that the
Purchasers will be prohibited, subject to certain exceptions, from exercising a Warrant for shares of Common Stock to the extent
that immediately prior to or after giving effect to such exercise, the Purchasers, together with their affiliates and other attribution
parties, would own more than 19.99% of the total number of shares of Common Stock then issued and outstanding, which percentage
may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99%
upon 61 days’ notice to the Company. The Pre-Funded Warrants do not have an expiration date. The Common Warrants will expire
three years from the date of issuance.
The
securities issued and sold in connection with the Transaction are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act. Each Purchaser is either (i) an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act.
In addition, concurrently with the execution of the Securities
Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)
with the Purchasers, pursuant to which the Company agreed, following demand by the Purchasers to file with the Securities and Exchange
Commission a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities as promptly as reasonably
practicable following such demand, and in any event within 60 days of such demand.
The
foregoing descriptions of the Securities Purchase Agreement, Registration Rights Agreement, and the form of the Pre-Funded
Warrant and the Common Warrant do not purport to be complete and are qualified in their entirety by reference to the full text
of such agreements, filed herewith as Exhibits 10.1, 4.3, 4.1 and 4.2 and are incorporated herein by reference.