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| CIK | 1260990 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Oncternal Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-197911 Registration No. 333-201132 Registration No. 333-204932 Registration No. 333-221040 Registration No. 333-254985 Registration No. 333-277795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Registration No. 333-197911 For |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-197911 Registration No. 333-201132 Registration No. 333-204932 Registration No. 333-221040 Registration No. 333-254985 Registration No. 333-277795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Registration No. 333-197911 For |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. POS AM As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-197911 Registration No. 333-201132 Registration No. 333-204932 Registration No. 333-221040 Registration No. 333-254985 Registration No. 333-277795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Registration No. 333-197 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. POS AM As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-197911 Registration No. 333-201132 Registration No. 333-204932 Registration No. 333-221040 Registration No. 333-254985 Registration No. 333-277795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Registration No. 333-197 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. POS AM As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-197911 Registration No. 333-201132 Registration No. 333-204932 Registration No. 333-221040 Registration No. 333-254985 Registration No. 333-277795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Registration No. 333-197 |
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| March 27, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant as s |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. POS AM As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-197911 Registration No. 333-201132 Registration No. 333-204932 Registration No. 333-221040 Registration No. 333-254985 Registration No. 333-277795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Registration No. 333-197 |
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| March 27, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration No. 333-112576 Registration No. 333-118882 Registration No. 333-136527 Registration No. 333-149661 Registration No. 333-165507 Registration No. 333-188377 Registration No. 333-208744 Registration No. 333-210220 Registration No. 333-223742 Registration No. 333-233288 Registration No. 333-254581 Registration No. 333 |
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| March 17, 2025 |
25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-50549 Issuer: Oncternal Therapeutics, Inc. Exchange: The Nasdaq Stock Market, LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is l |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 22, 2024 Oncternal Therapeutics, Inc. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 13, 2024 Oncternal Therapeutics, Inc. |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registr |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 11, 2024 Oncternal Therapeutics, Inc. |
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| August 8, 2024 |
Oncternal Therapeutics Provides Business Update and Announces Second Quarter 2024 Financial Results EXHIBIT 99.1 Oncternal Therapeutics Provides Business Update and Announces Second Quarter 2024 Financial Results - No dose-limiting toxicities or concerning side effects in our Phase 1/2 study with ONCT-534, our dual-action androgen receptor inhibitor (DAARI), for patients with advanced prostate cancer who are resistant to approved androgen receptor pathway inhibitors; 1200 mg cohort for ONCT-534 |
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| August 8, 2024 |
Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL ONCOLOGY, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. SD2005-212 CASE NO. SD201 |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant a |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 8, 2024 Oncternal Therapeutics, Inc. |
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| June 21, 2024 |
Submission of Matters to a Vote of Security Holders ``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 20, 2024 Oncternal Therapeutics, Inc. |
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| May 9, 2024 |
Non-Employee Director Compensation Program EXHIBIT 10.1 ONCTERNAL THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the “Board”) of Oncternal Therapeutics, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”) effective from and after March 14, 2024 (the “Effective Date”). The |
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| May 9, 2024 |
Oncternal Therapeutics Provides Business Update and Announces First Quarter 2024 Financial Results Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces First Quarter 2024 Financial Results - Fourth dosing cohort at 300 mg per day is fully enrolled for the Phase 1/2 study with ONCT-534, our dual-action androgen receptor inhibitor (DAARI), for patients with advanced prostate cancer who are resistant to approved androgen receptor pathway inhibitors; initial data readout expec |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 9, 2024 Oncternal Therapeutics, Inc. |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant |
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| April 29, 2024 |
Oncternal Therapeutics, Inc. 12230 El Camino Real, Suite 230 San Diego, California 92130 Oncternal Therapeutics, Inc. 12230 El Camino Real, Suite 230 San Diego, California 92130 April 29, 2024 VIA EDGAR Tyler Howes Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Oncternal Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-277795 To the addressee set forth above: Pursuant to Ru |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 8, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 8, 2024 Registration No. |
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| March 8, 2024 |
Exhibit 4.9 ONCTERNAL THERAPEUTICS, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series 6 Section 2.2. |
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| March 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Oncternal Therapeutics, Inc. |
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| March 7, 2024 |
EXHIBIT 10.17 Oncternal Therapeutics, Inc. 2021 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN This plan document has been updated to reflect the Company’s one-for-twenty reverse stock split effected by the Company on January 8, 2024. ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate Eligible Persons who are expected to make important contributio |
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| March 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 7, 2024 Oncternal Therapeutics, Inc. |
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| March 7, 2024 |
Second Amendment to the UTRF License Agreement dated March 4, 2024 EXHIBIT 10.5B [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SECOND AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION AND ONCTERNAL THERAPEUTICS, INC. This |
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| March 7, 2024 |
Description of Securities of the Registrant Exhibit 4.8 Description of the Registrant’s SECURITIES Registered Pursuant to Section 12 Of the Securities Exchange Act of 1934 Oncternal Therapeutics, Inc. (“we,” “us,” and “our”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: common stock. Description of Common Stock General The following summary of the terms of our common stock |
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| March 7, 2024 |
Restated Certificate of Incorporation of the Registrant dated March 4, 2024 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ONCTERNAL THERAPEUTICS, INC. (Pursuant to Section 245 of the General Corporation Law of the State of Delaware) Oncternal Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Oncternal Therapeut |
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| March 7, 2024 |
2015 Equity Incentive Plan of Private Oncternal, as amended (the “2015 Plan”) EXHIBIT 10.15 Oncternal Therapeutics, Inc. 2015 EQUITY INCENTIVE PLAN This plan document has been updated to reflect the Company’s one-for-twenty reverse stock split effected by the Company on January 8, 2024 and the adjustments for the merger of the Company with GTx, Inc. in June 2019. 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the C |
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| March 7, 2024 |
Policy for Recovery of Erroneously Awarded Compensation EXHIBIT 97.1 Policy for Recovery of Erroneously Awarded Compensation Oncternal Therapeutics, Inc. (“Oncternal”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (this “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined are defined under the heading “Definitions.” Persons Subject to Policy This Po |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Speci |
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| March 7, 2024 |
2019 Incentive Award Plan of the Registrant (the “2019 Plan”) EXHIBIT 10.16 Oncternal Therapeutics, Inc. 2019 INCENTIVE AWARD PLAN This plan document has been updated to reflect the Company’s one-for-twenty reverse stock split effected by the Company on January 8, 2024. ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by |
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| March 7, 2024 |
EXHIBIT 99.1 Oncternal Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2023 Financial Results - Third dosing cohort fully enrolled for our Phase 1/2 study for ONCT-534, our dual-action androgen receptor inhibitor, for the treatment of patients with advanced prostate cancer who are resistant to approved androgen receptor pathway inhibitors; initial data readout expe |
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| March 7, 2024 |
Non-Employee Director Compensation Program of Registrant EXHIBIT 10.14 ONCTERNAL THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This program has been updated to reflect the Company’s one-for-twenty reverse stock split effected by the Company on January 8, 2024. Non-employee members of the board of directors (the “Board”) of Oncternal Therapeutics, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth |
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| February 13, 2024 |
ONCT / Oncternal Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01610-oncternaltherapeutic.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Oncternal Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 68236P107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 22, 2024 Oncternal Therapeutics, Inc. |
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| January 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR UC CASE NUMBERS SD2005-212, SD2020-036, SD2011-178, SD2012-143, SD2012-403, SD2015-027, SD2015-200, SD2018-253 AND SD2019-278 This Amendment No. 4 (this “Amendment”) is made as of the date of the last signature below by and between Onct |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 3, 2024 Oncternal Therapeutics, Inc. |
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| January 5, 2024 |
Certificate of Amendment to Restated Certificate of Incorporation of Oncternal Therapeutics, Inc Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ONCTERNAL THERAPEUTICS, INC. Oncternal Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The Corporation, which was originally known as GTx, Inc., originally filed its Certificat |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 9, 2023 Oncternal Therapeutics, Inc. |
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| November 9, 2023 |
Oncternal Therapeutics Provides Business Update and Announces Third Quarter 2023 Financial Results Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces Third Quarter 2023 Financial Results - The first patient was dosed in our Phase 1/2 study for ONCT-534, our dual-action androgen receptor inhibitor, for the treatment of patients with advanced prostate cancer who are resistant to approved androgen receptor pathway inhibitors - Additional patients were treated in our ongoing |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registr |
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| October 6, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 3, 2023 Oncternal Therapeutics, Inc. |
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| September 14, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| August 10, 2023 |
Oncternal Therapeutics Provides Business Update and Announces Second Quarter 2023 Financial Results Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces Second Quarter 2023 Financial Results - Obtained U.S. FDA IND clearance for ONCT-534, our dual-action androgen receptor inhibitor, for the treatment of patients with advanced prostate cancer who are resistant to approved androgen receptor signaling inhibitors - Dosed the first patient in our Phase 1/2 study for ONCT-808, ou |
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| August 10, 2023 |
Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. ADVISORY SERVICES AGREEMENT This Advisory Services Agreement (this “Agreement”) is effective June 14, 2023 (the “Effective Date”) by and between Oncternal The |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 10, 2023 Oncternal Therapeutics, Inc. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant a |
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| June 29, 2023 |
``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 28, 2023 Oncternal Therapeutics, Inc. |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 26, 2023 Oncternal Therapeutics, Inc. |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant |
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| May 4, 2023 |
Letter agreement with Salim Yazji, M.D. dated March 31, 2023 Exhibit 10.2 March 31, 2023 Salim Yazji, M.D. Oncternal Therapeutics, Inc. Dear Dr. Yazji: Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Employment Agreement between you and the Company, dated May 17, 2021 (the “Employment Agreement”). 1. 2023 Annual |
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| May 4, 2023 |
Letter agreement with Richard G. Vincent dated March 31, 2023 Exhibit 10.4 March 31, 2023 Richard Vincent Oncternal Therapeutics, Inc. Dear Mr. Vincent: Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Employment Agreement between you and the Company, dated September 12, 2019 (the “Employment Agreement”). 1. 2023 A |
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| May 4, 2023 |
Letter agreement with Chase C. Leavitt dated March 31, 2023 Exhibit 10.5 March 31, 2023 Chase C. Leavitt Oncternal Therapeutics, Inc. Dear Mr. Leavitt: Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Employment Agreement between you and the Company, dated April 12, 2021 (the “Employment Agreement”). 1. 2023 Annu |
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| May 4, 2023 |
Letter agreement with Rajesh Krishnan, Ph.D. dated March 31, 2023 Exhibit 10.6 March 31, 2023 Rajesh Krishnan, Ph.D. Oncternal Therapeutics, Inc. Dear Dr. Krishnan: Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Amended and Restated Employment Agreement between you and the Company, dated January 6, 2021 (the “Employm |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 4, 2023 Oncternal Therapeutics, Inc. |
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| May 4, 2023 |
Letter agreement with Gunnar Kaufmann, Ph.D. dated March 31, 2023 Exhibit 10.3 March 31, 2023 Gunnar Kaufmann, Ph.D. Oncternal Therapeutics, Inc. Dear Dr. Kaufmann: Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Employment Agreement between you and the Company, dated September 5, 2019 (the “Employment Agreement”). 1. |
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| May 4, 2023 |
Oncternal Therapeutics Provides Business Update and Announces First Quarter 2023 Financial Results Oncternal Therapeutics Provides Business Update and Announces First Quarter 2023 Financial Results - Phase 1/2 study initiated for ONCT-808, our autologous CAR-T targeting ROR1-expressing hematologic malignancies, with initial clinical data expected in late 2023 - Final IND-enabling studies completed for ONCT-534, our novel dual-action androgen receptor inhibitor (DAARI), with expected IND submission in mid-2023 - Cash runway extended into 2025, with $54. |
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| May 4, 2023 |
Letter agreement with James B. Breitmeyer, M.D. dated March 31, 2023 Exhibit 10.1 March 31, 2023 James Breitmeyer, M.D., Ph.D. Oncternal Therapeutics, Inc. Dear Dr. Breitmeyer: Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Employment Agreement between you and the Company, dated September 12, 2019 (the “Employment Agree |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Spe |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 4, 2023 Oncternal Therapeutics, Inc. |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 31, 2023 Oncternal Therapeutics, Inc. |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| March 9, 2023 |
Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2022 Financial Results - Encouraging and improving interim Phase 1/2 study results for zilovertamab plus ibrutinib in patients with MCL and CLL, including those with mutated TP53 and/or del(17p), presented at ASH in December 2022 - Zilovertamab global Phase 3 registrational Study ZILO-301 for th |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Speci |
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| March 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 9, 2023 Oncternal Therapeutics, Inc. |
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| March 9, 2023 |
Annual Incentive Plan of the Registrant Exhibit 10.12 ONCTERNAL THERAPEUTICS INC. ANNUAL INCENTIVE PLAN 1. PURPOSE This Oncternal Therapeutics, Inc. Annual Incentive Plan (the “Plan”) is intended to provide an incentive for eligible employees and certain consultants of Oncternal Therapeutics Inc. (the “Company”) to perform to the best of their abilities and achieve the Company’s corporate objectives, to further the growth, development a |
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| January 17, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| January 6, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 6, 2023 Oncternal Therapeutics, Inc. |
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| January 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 4, 2023 Oncternal Therapeutics, Inc. |
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| December 23, 2022 |
``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 23, 2022 Oncternal Therapeutics, Inc. |
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| December 12, 2022 |
``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 12, 2022 Oncternal Therapeutics, Inc. |
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| November 3, 2022 |
Oncternal Therapeutics Provides Business Update and Announces Third Quarter 2022 Financial Results Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces Third Quarter 2022 Financial Results - Initiated Phase 3 global registrational Study ZILO-301 of our zilovertamab product candidate targeting ROR1 in combination with ibrutinib for the treatment of patients with MCL - Received acceptance for an oral presentation at the 64th ASH Annual Meeting and Exposition for the update o |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 3, 2022 Oncternal Therapeutics, Inc. |
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| November 3, 2022 |
First Amendment to the UTRF License Agreement Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. FIRST AMENDMENT to THE AMENDED AND RESTATED License Agreement Between THE UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION and ONCTERNAL THERAPEUTICS, INC. This Fi |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registr |
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| October 3, 2022 |
Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 3, 2022 Oncternal Therapeutics, Inc. |
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| August 31, 2022 |
``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 30, 2022 Oncternal Therapeutics, Inc. |
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| August 9, 2022 |
Oncternal Therapeutics Provides Business Update and Announces Second Quarter 2022 Financial Results Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces Second Quarter 2022 Financial Results - Interim Phase 1/2 results for zilovertamab plus ibrutinib in MCL presented at ASCO 2022, with ORR of 85% and CR rate of 41%, compare favorably to historical single agent ibrutinib data and support moving into Phase 3 Study ZILO-301 - Interim data from p53-mutated CLL patients in the s |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 9, 2022 Oncternal Therapeutics, Inc. |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant a |
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| June 17, 2022 |
Submission of Matters to a Vote of Security Holders ``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 16, 2022 Oncternal Therapeutics, Inc. |
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| May 26, 2022 |
``` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 26, 2022 Oncternal Therapeutics, Inc. |
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| May 5, 2022 |
Oncternal Therapeutics Provides Business Update and Announces First Quarter 2022 Financial Results Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces First Quarter 2022 Financial Results - Global registrational Phase 3 study, ZILO-301, of zilovertamab in patients with MCL on track to be initiated in Q3 2022 - Presenting interim clinical data update from the ongoing Phase 1/2 clinical trial of zilovertamab in combination with ibrutinib for patients with MCL and CLL at the |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 5, 2022 Oncternal Therapeutics, Inc. |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant |
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| April 29, 2022 |
DEFA14A 1 onctdefa14a2022.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini |
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| April 13, 2022 |
Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 13, 2022 Oncternal Therapeutics, Inc. |
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| March 18, 2022 |
As filed with the Securities and Exchange Commission on March 18, 2022 As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. |
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| March 18, 2022 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Oncternal Therapeutics, Inc. |
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| March 10, 2022 |
Description of Securities of the Registrant Exhibit 4.11 Description of the Registrant?s SECURITIES Registered Pursuant to Section 12 Of the Securities Exchange Act of 1934 Oncternal Therapeutics, Inc. (?we,? ?us,? and ?our?) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: common stock. Description of Common Stock General The following summary of the terms of our common stock |
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| March 10, 2022 |
Form of Stock Option under the Inducement Plan Exhibit 10.19.1 Oncternal Therapeutics, Inc. 2021 EMPLOYMENT INDUCEMENT Incentive Award Plan Stock Option Grant Notice Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Employment Inducement Incentive Award Plan (as amended from time to time, the ?Plan?) of Oncternal Therapeutics, Inc. (the ?Company?). The |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 10, 2022 Oncternal Therapeutics, Inc. |
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| March 10, 2022 |
Exhibit 99.1 Oncternal Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2021 Financial Results - Reached consensus with the FDA on the design and major details of the global Phase 3 Study ZILO-301 to treat patients with relapsed or refractory MCL with zilovertamab plus ibrutinib, which is on track to be initiated in the second quarter of 2022 - Interim Phase 1/2 res |
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| March 10, 2022 |
Form of Restricted Stock Unit under the 2019 Plan Exhibit 10.18.2 ONCTERNAL THERAPEUTICS, INC. 2019 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (this ?Grant Notice?) have the meanings given to them in the 2019 Incentive Award Plan (as amended from time to time, the ?Plan?) of Oncternal Therapeutics, Inc. (the ?Company?). The Company hereby grants to |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Speci |
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| March 10, 2022 |
Form of Stock Option Agreement under the 2019 Plan Exhibit 10.18.1 Oncternal Therapeutics, Inc. 2019 Incentive Award Plan Stock Option Grant Notice Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2019 Incentive Award Plan (as amended from time to time, the ?Plan?) of Oncternal Therapeutics, Inc. (the ?Company?). The Company hereby grants to the participant lis |
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| March 10, 2022 |
Exhibit 10.5 AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION AND ONCTERNAL THERAPEUTICS, INC. This Amended and Restated License Agreement (?Amended Agreement?) is made and entered into this 9th day of March, 2022 (?Amended Effective Date?) by and between the UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, having an office at 910 Madison Avenue, Suite 827 |
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| March 10, 2022 |
Consent of Independent Registered Public Accounting Firm Exhibit 23.1 Consent of Independent Registered Public Accounting Firm Oncternal Therapeutics, Inc. San Diego, California We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-221040, 333-204932, 333-201132, 333-197911, and 333-254985) and Form S-8 (Nos. 333-233288, 333-223742, 333-210220, 333-208744, 333-188377, 333-165507, 333-149661, 333-136527, |
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| March 10, 2022 |
2019 Incentive Award Plan of the Registrant effective June 7, 2019 (the “2019 Plan”) Exhibit 10.18 Oncternal Therapeutics, Inc. 2019 INCENTIVE AWARD PLAN This plan document has been updated to reflect the Company?s name change and the one-for-seven reverse stock split effected by the Company on June 7, 2019 ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to |
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| March 10, 2022 |
Amendment No. 2 to the Inducement Plan dated December 15, 2021 Exhibit 10.19.3 AMENDMENT NO. 2 TO ONCTERNAL THERAPEUTICS, INC. 2021 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN THIS AMENDMENT NO. 2 TO THE ONCTERNAL THERAPEUTICS, INC. 2021 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN (this ?Amendment?) is made and adopted by Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not otherwise defined herein shall have the |
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| January 25, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 25, 2022 Oncternal Therapeutics, Inc. |
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| December 17, 2021 |
EX-1.1 2 d251277dex11.htm EX-1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM December 17, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “ |
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| December 17, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 17, 2021 Oncternal Therapeutics, Inc. |
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| December 17, 2021 |
Up to $50,000,000 Common Stock 424B5 1 d140886d424b5.htm 424B5 Table of Contents Filed Pursuant to 424(b)(5) Registration Statement No. 333-254985 PROSPECTUS SUPPLEMENT (To Prospectus dated April 15, 2021) Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, dated December 17, 2021, relating to shares of our common stock, par value $0.001 |
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| December 13, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 13, 2021 Oncternal Therapeutics, Inc. |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 4, 2021 Oncternal Therapeutics, Inc. |
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| November 4, 2021 |
Oncternal Provides Business Update and Announces Third Quarter 2021 Financial Results EXHIBIT 99.1 Oncternal Provides Business Update and Announces Third Quarter 2021 Financial Results - Progressed the development of zilovertamab (formerly cirmtuzumab) for the treatment of patients with mantle cell lymphoma, including ongoing interactions with the US FDA on potential registration pathways - Identified ONCT-808 as the lead candidate for our autologous CAR-T program targeting ROR1-ex |
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| November 4, 2021 |
EXHIBIT 10.1 FIRST AMENDMENT TO CONTINGENT VALUE RIGHTS AGREEMENT This First Amendment to Contingent Value Rights Agreement (this ?Amendment?) dated as of November 1, 2021 (the ?Amendment Effective Date?), is entered into by and among Oncternal Therapeutics, Inc. (F/K/A GTx, Inc.), a Delaware corporation (?Parent?), Marc S. Hanover, as representative of Holders (?Holders? Representative?), and Com |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registr |
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| August 5, 2021 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?), and Raj Krishnan, Ph.D. (?Executive?), and shall be effective as of January 6, 2021 (the ?Effective Date?). WHEREAS, the Company and Executive are parties to that certain Employm |
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| August 5, 2021 |
Employment Agreement dated April 12, 2021 between the Registrant and Chase Leavitt Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?), and Chase Leavitt (?Executive?), and shall be effective as of April 12, 2021 (the ?Effective Date?). WHEREAS, the Company desires to employ Executive, and Executive desires to accept employment with the Company, on the t |
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| August 5, 2021 |
Oncternal Provides Business Update and Announces Second Quarter 2021 Financial Results Exhibit 99.1 Oncternal Provides Business Update and Announces Second Quarter 2021 Financial Results - Presented encouraging interim clinical data for cirmtuzumab in combination with ibrutinib in patients with mantle cell lymphoma (MCL) and chronic lymphocytic leukemia (CLL) in a poster session at ASCO 2021 - Expanded the ongoing Phase 1/2 study to evaluate cirmtuzumab plus ibrutinib in patients wi |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant a |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 5, 2021 Oncternal Therapeutics, Inc. |
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| August 5, 2021 |
Employment Agreement dated May 17, 2021 between the Registrant and Salim Yazji, M.D. Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?), and Salim Yazji (?Executive?), and shall be effective as of May 17, 2021 (the ?Effective Date?). WHEREAS, the Company desires to employ Executive, and Executive desires to accept employment with the Company, on the terms |
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| June 21, 2021 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 18, 2021 Oncternal Therapeutics, Inc. |
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| May 28, 2021 |
Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM May 28, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s commo |
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| May 28, 2021 |
Certificate of Amendment of Restated Certificate dated May 25, 2021 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ONCTERNAL THERAPEUTICS, INC. Oncternal Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The Corporation, which was originally known as GTx, Inc., originally filed its Certificat |
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| May 28, 2021 |
Up to $50,000,000 Common Stock Table of Contents Filed Pursuant to 424(b)(5) Registration Statement No. 333-254985 PROSPECTUS SUPPLEMENT (To Prospectus dated April 15, 2021) Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, dated May 28, 2021, relating to shares of our common stock, par value $0.001 per share, offered by this prospectus |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 25, 2021 Oncternal Therapeutics, Inc. |
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| May 28, 2021 |
Amendment No. 1 to the Inducement Plan dated May 28, 2021 Exhibit 10.1 AMENDMENT NO. 1 TO ONCTERNAL THERAPEUTICS, INC. 2021 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN THIS AMENDMENT NO. 1 TO THE ONCTERNAL THERAPEUTICS, INC. 2021 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN (this ?Amendment?) is made and adopted by Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not otherwise defined herein shall have the mea |
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| May 20, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 19, 2021 Oncternal Therapeutics, Inc. |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant |
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| May 6, 2021 |
Office Lease between Cognac Del Mar Owner II LLC and Registrant dated March 17, 2021 EXHIBIT 10.1 OFFICE LEASE by and between COGNAC DEL MAR OWNER II LLC, a Delaware limited liability company (?Landlord?) and ONCTERNAL THERAPEUTICS, INC., a Delaware corporation (?Tenant?) Office lease THIS OFFICE LEASE (?Lease?) is made between COGNAC DEL MAR OWNER II LLC, a Delaware limited liability company (?Landlord?), and the Tenant described in Item 1 of the Basic Lease Provisions. LEASE OF |
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| May 6, 2021 |
Non-Employee Director Compensation Program of Registrant EXHIBIT 10.2 ONCTERNAL THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (Effective Date: March 18, 2021) Non-employee members of the board of directors (the ?Board?) of Oncternal Therapeutics, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?) effective from and after March 18, |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 6, 2021 Oncternal Therapeutics, Inc. |
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| May 6, 2021 |
Employment Transition Agreement between Frank Hsu, M.D. and Registrant, dated February 24, 2021 EXHIBIT 10.3 EMPLOYMENT TRANSITION AGREEMENT This Employment Transition Agreement (the ?Agreement?) is entered into by and among Frank Hsu, M.D. (?Executive?), and Oncternal Therapeutics, Inc. (the ?Company?) effective as of February 25, 2021 (the ?Effective Date?). Recitals WHEREAS, Executive is a party to that certain Employment Agreement with the Company dated August 26, 2019 (the ?Employment A |
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| May 6, 2021 |
Oncternal Provides Business Update and Announces First Quarter 2021 Financial Results Exhibit 99.1 Oncternal Provides Business Update and Announces First Quarter 2021 Financial Results - Interim results of a Phase 1b trial of cirmtuzumab and paclitaxel in locally advanced/unresectable or metastatic HER2-negative breast cancer compare favorably to historical single-agent paclitaxel data (57% ORR vs. ~30% ORR historical single-agent paclitaxel) - In a preclinical study of cirmtuzumab |
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| April 15, 2021 |
Common Stock Preferred Stock Debt Securities 424B3 Table of Contents Filed Pursuant to 424(b)(3) Registration Statement No. 333-254985 PROSPECTUS $250,000,000 Common Stock Preferred Stock Debt Securities Warrants Units We may offer and sell up to $250,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we o |
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| April 13, 2021 |
Oncternal Therapeutics, Inc. 12230 El Camino Real, Suite 300 San Diego, California 92130 Oncternal Therapeutics, Inc. 12230 El Camino Real, Suite 300 San Diego, California 92130 April 13, 2021 VIA EDGAR Mr. Jason Drory Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Oncternal Therapeutics, Inc. Registration Statement on Form S-3 Filed April 2, 2021 File No. 333-254985 Dear Mr. Drory: Pursuant |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 2, 2021 |
EX-4.14 2 d156749dex414.htm EX-4.14 Exhibit 4.14 ONCTERNAL THERAPEUTICS, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. |
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| April 2, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on April 1, 2021 Registration No. |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 22, 2021 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 17, 2021 Oncternal Therapeutics, Inc. |
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| March 22, 2021 |
EX-10.4 3 onct-ex10489.htm EX-10.4 EXHIBIT 10.4 Oncternal Therapeutics, Inc. 2021 EMPLOYMENT INDUCEMENT Incentive Award Plan Stock Option Grant Notice Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Employment Inducement Incentive Award Plan (as amended from time to time, the “Plan”) of Oncternal Therapeu |
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| March 22, 2021 |
As filed with the Securities and Exchange Commission on March 22, 2021 Registration No. |
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| March 12, 2021 |
EXHIBIT 10.37 Execution Version December 9, 2020 STRICTLY CONFIDENTIAL Oncternal Therapeutics, Inc. 12230 El Camino Real Suite 300 San Diego, California 92130 Attn: James B. Breitmeyer, M.D., Ph.D., President and Chief Executive Officer Dear Dr. Breitmeyer: This letter agreement (this ?Agreement?) constitutes the agreement between Oncternal Therapeutics, Inc. (the ?Company?) and H.C. Wainwright & |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of |
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| March 12, 2021 |
EX-10.14 2 onct-ex101411.htm EX-10.14 EXHIBIT 10.14 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR UC CASE NUMBERS SD2005-212, SD2020-036, SD2011-178, SD2012-143, SD2012-403, SD2015-027, SD2015-200, SD2018-253 AND SD2019-278 This Amendment No. 3 (“Amendment No.3”) is made as of the Amendment No. |
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| March 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Speci |
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| March 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 11, 2021 Oncternal Therapeutics, Inc. |
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| March 11, 2021 |
Amendment #3 to the UCSD License Agreement dated February 5, 2021 EX-10.14 2 onct-ex1014496.htm EX-10.14 EXHIBIT 10.14 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR UC CASE NUMBERS SD2005-212, SD2020-036, SD2011-178, SD2012-143, SD2012-403, SD2015-027, SD2015-200, SD2018-253 AND SD2019-278 This Amendment No. 3 (“Amendment No.3”) is made as of the Amendment No |
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| March 11, 2021 |
EX-99.1 2 onct-ex9916.htm EX-99.1 EXHIBIT 99.1 Oncternal Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2020 Financial Results - Interim Phase 1/2 results for cirmtuzumab with ibrutinib in MCL presented at ASH in December 2020 compare favorably to historical single-agent ibrutinib data (47% CR vs. 20% CR historical single-agent ibrutinib) - Accelerating developmen |
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| March 11, 2021 |
EXHIBIT 10.37 Execution Version December 9, 2020 STRICTLY CONFIDENTIAL Oncternal Therapeutics, Inc. 12230 El Camino Real Suite 300 San Diego, California 92130 Attn: James B. Breitmeyer, M.D., Ph.D., President and Chief Executive Officer Dear Dr. Breitmeyer: This letter agreement (this ?Agreement?) constitutes the agreement between Oncternal Therapeutics, Inc. (the ?Company?) and H.C. Wainwright & |
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| March 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2021 Oncternal Therapeutics, Inc. |
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| February 17, 2021 |
2021 Employment Inducement Incentive Award Plan of the Registrant (the “Inducement Plan”) EXHIBIT 10.1 Oncternal Therapeutics, Inc. 2021 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate Eligible Persons who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Artic |
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| February 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 11, 2021 Oncternal Therapeutics, Inc. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
CUSIP No: 68236P107 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Oncternal Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68236P107 (CUSIP |
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| January 28, 2021 |
Oncternal Therapeutics Announces the Appointment of Dr. Rosemary Mazanet to the Board of Directors EX-99.1 2 onct-ex99133.htm EX-99.1 Exhibit 99.1 Oncternal Therapeutics Announces the Appointment of Dr. Rosemary Mazanet to the Board of Directors SAN DIEGO, January 28, 2021 - Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced the appointment of Rosemary Mazanet, M.D., Ph.D., to its Board |
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| January 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 28, 2021 Oncternal Therapeutics, Inc. |
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| December 18, 2020 |
CUSIP No: 68236P107 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Oncternal Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68236P107 (CUSIP |
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| December 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Oncternal Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 68236P 107 (CUSIP Number) Joseph R. Hyde, III 17 West Pontotoc Avenue, Suite 100 Memphis, Tennessee 38103 Phone: (901) 685-3412 (Name, Address an |
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| December 11, 2020 |
EX-1.1 Exhibit 1.1 16,666,667 Shares ONCTERNAL THERAPEUTICS, INC. Common Stock AMENDED AND RESTATED UNDERWRITING AGREEMENT December 9, 2020 H.C. Wainwright & Co., LLC as Representative of the several Underwriters named in Schedule I hereto 430 Park Avenue, 4th Floor New York, NY 10022 Ladies and Gentlemen: Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to t |
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| December 11, 2020 |
EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| December 11, 2020 |
Oncternal Therapeutics Increases Previously Announced Bought Deal to $75.0 Million EX-99.2 6 d67428dex992.htm EX-99.2 Exhibit 99.2 Oncternal Therapeutics Increases Previously Announced Bought Deal to $75.0 Million SAN DIEGO, December 9, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that due to demand, the underwriter has agreed to increase the size of the prev |
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| December 11, 2020 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 9, 2020 Oncternal Therapeutics, Inc. |
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| December 11, 2020 |
Oncternal Therapeutics Announces $40.0 Million Bought Deal Offering EX-99.1 Exhibit 99.1 Oncternal Therapeutics Announces $40.0 Million Bought Deal Offering SAN DIEGO, December 9, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that it has entered into an underwriting agreement with H.C. Wainwright & Co., LLC under which the underwriter has agreed |
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| December 10, 2020 |
Oncternal Therapeutics Announces $40.0 Million Bought Deal Offering Free Writing Prospectus dated December 9, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated December 9, 2020 Registration Statement No. |
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| December 10, 2020 |
SUBJECT TO COMPLETION, DATED DECEMBER 9, 2020 424B5 1 d34333d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus |
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| December 10, 2020 |
16,666,667 Shares Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 PROSPECTUS SUPPLEMENT (To Prospectus dated January 5, 2018) 16,666,667 Shares Common Stock We are offering 16,666,667 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol ?ONCT.? On December 8, 2020, the last reported sale price of our common stock on The Nasdaq Capital Ma |
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| December 10, 2020 |
Oncternal Therapeutics Increases Previously Announced Bought Deal to $75.0 Million Free Writing Prospectus dated December 9, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated December 9, 2020 Registration Statement No. |
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| December 7, 2020 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 7, 2020 Oncternal Therapeutics, Inc. |
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| November 19, 2020 |
424B5 1 d37294d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 PROSPECTUS SUPPLEMENT (To Prospectus dated January 5, 2018) 7,258,065 Shares Common Stock We are offering 7,258,065 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “ONCT.” On November 16, 2020, the last reported sale price of our common |
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| November 19, 2020 |
Oncternal Therapeutics Increases Previously Announced Bought Deal to $22.5 Million Exhibit 99.2 Oncternal Therapeutics Increases Previously Announced Bought Deal to $22.5 Million SAN DIEGO, November 17, 2020 ? Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that due to demand, the underwriter has agreed to increase the size of the previously announced offering and purc |
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| November 19, 2020 |
Oncternal Therapeutics Announces $20.0 Million Bought Deal Offering Exhibit 99.1 Oncternal Therapeutics Announces $20.0 Million Bought Deal Offering SAN DIEGO, November 17, 2020 ? Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that it has entered into an underwriting agreement with H.C. Wainwright & Co., LLC under which the underwriter has agreed to pur |
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| November 19, 2020 |
EX-4.1 3 d76696dex41.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| November 19, 2020 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2020 Oncternal Therapeutics, Inc. |
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| November 19, 2020 |
Exhibit 1.1 7,258,065 Shares ONCTERNAL THERAPEUTICS, INC. Common Stock AMENDED AND RESTATED UNDERWRITING AGREEMENT November 17, 2020 H.C. Wainwright & Co., LLC as Representative of the several Underwriters named in Schedule I hereto 430 Park Avenue, 4th Floor New York, NY 10022 Ladies and Gentlemen: Oncternal Therapeutics, Inc., a Delaware corporation (the ?Company?), proposes, subject to the term |
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| November 18, 2020 |
Oncternal Therapeutics Increases Previously Announced Bought Deal to $22.5 Million FWP 1 d43922dfwp.htm FWP Free Writing Prospectus dated November 17, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated November 17, 2020 Registration Statement No. 333-222268 Oncternal Therapeutics Increases Previously Announced Bought Deal to $22.5 Million SAN DIEGO, November 17, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceu |
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| November 17, 2020 |
Oncternal Therapeutics Announces $20.0 Million Bought Deal Offering Free Writing Prospectus dated November 17, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated November 17, 2020 Registration Statement No. |
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| November 17, 2020 |
SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2020 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these |
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| November 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registr |
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| November 4, 2020 |
Oncternal Announces Third Quarter 2020 Financial Results and Provides Business Update Exhibit 99.1 Oncternal Announces Third Quarter 2020 Financial Results and Provides Business Update • Rare Pediatric Disease Designation received from FDA for TK216 for treatment of Ewing sarcoma • Interim Phase 1 data for TK216 in 15 evaluable patients with relapsed/refractory Ewing sarcoma demonstrated two complete responses, with no relapses after complete response • Strengthened the balance she |
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| November 4, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 4, 2020 Oncternal Therapeutics, Inc. |
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| August 31, 2020 |
EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| August 31, 2020 |
Oncternal Therapeutics Announces $3.5 Million Bought Deal Offering EX-99.1 Exhibit 99.1 Oncternal Therapeutics Announces $3.5 Million Bought Deal Offering SAN DIEGO, August 27, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that it has entered into an underwriting agreement with H.C. Wainwright & Co., LLC under which the underwriter has agreed t |
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| August 31, 2020 |
Oncternal Therapeutics Increases Previously Announced Bought Deal to $4.5 Million EX-99.2 Exhibit 99.2 Oncternal Therapeutics Increases Previously Announced Bought Deal to $4.5 Million SAN DIEGO, August 27, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that due to demand, the underwriter has agreed to increase the size of the previously announced offering and |
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| August 31, 2020 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2020 Oncternal Therapeutics, Inc. |
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| August 31, 2020 |
EX-1.1 Exhibit 1.1 2,142,858 Shares ONCTERNAL THERAPEUTICS, INC. Common Stock AMENDED AND RESTATED UNDERWRITING AGREEMENT August 27, 2020 H.C. Wainwright & Co., LLC as Representative of the several Underwriters named in Schedule I hereto 430 Park Avenue, 4th Floor New York, NY 10022 Ladies and Gentlemen: Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the |
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| August 28, 2020 |
424B5 1 d41795d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 PROSPECTUS SUPPLEMENT (To Prospectus dated January 5, 2018) 2,142,858 Shares Common Stock We are offering 2,142,858 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “ONCT.” On August 26 2020, the last reported sale price of our common sto |
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| August 28, 2020 |
Free Writing Prospectus dated August 27, 2020 FWP 1 d51293dfwp.htm FWP Free Writing Prospectus dated August 27, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated August 27, 2020 Registration Statement No. 333-222268 Oncternal Therapeutics Increases Previously Announced Bought Deal to $4.5 Million SAN DIEGO, August 27, 2020 - Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical c |
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| August 27, 2020 |
Oncternal Therapeutics Announces $3.5 Million Bought Deal Offering FWP 1 d33092dfwp.htm FWP Free Writing Prospectus dated August 27, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated August 27, 2020 Registration Statement No. 333-222268 Oncternal Therapeutics Announces $3.5 Million Bought Deal Offering SAN DIEGO, August 27, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused |
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| August 27, 2020 |
SUBJECT TO COMPLETION, DATED AUGUST 27, 2020 424B5 1 d41795d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus |
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| August 27, 2020 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2020 Oncternal Therapeutics, Inc. |
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| August 6, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 6, 2020 Oncternal Therapeutics, Inc. |
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| August 6, 2020 |
Exhibit 10.4 Amendment 4 to Collaboration Agreement This Amendment 4 to the Collaboration Agreement (the “Amendment 4”) is effective as of December 15, 2019 (the “Amendment 4 Effective Date”) and amends that certain Collaboration Agreement between The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) and Oncternal Therapeutics, Inc., formerly Tokalas, Inc. (“Oncternal”) effective as |
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| August 6, 2020 |
Oncternal Provides Business Update and Announces Second Quarter 2020 Financial Results Exhibit 99.1 Oncternal Provides Business Update and Announces Second Quarter 2020 Financial Results - 58% complete response rate reported in patients with relapsed/refractory mantle cell lymphoma (MCL) in ongoing Phase 1/2 clinical trial of cirmtuzumab with ibrutinib, and the regimen was well tolerated. Meeting requested with FDA to discuss registration pathway for cirmtuzumab for patients with MC |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant a |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2020 Oncternal Therapeutics, Inc. |
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| July 23, 2020 |
EX-99.5 Exhibit 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning su |
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| July 23, 2020 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oncternal Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 68236P 107 (CUSIP Number) Shen Bo 3545 John Hopkins Ct., Ste. 160 San Diego, CA 92121 858-925-4046 (Name, Address and Telephone Number of |
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| July 21, 2020 |
2,581,867 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 PROSPECTUS SUPPLEMENT (To the Prospectus Dated January 5, 2018) 2,581,867 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to certain institutional and accredited investors 2,581,867 shares of our common stock at a purchase price of $2.3825 per share, f |
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| July 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2020 Oncternal Therapeutics, Inc. |
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| July 21, 2020 |
EX-10.1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2020, between Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an |
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| July 21, 2020 |
EX-4.1 EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| July 21, 2020 |
Form of Placement Agent Warrant, issued by Registrant pursuant to the July 2020 Purchase Agreement. EX-4.2 EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| July 21, 2020 |
EX-99.1 6 d68015dex991.htm EX-99.1 EXHIBIT 99.1 Oncternal Therapeutics Announces $6.2 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules SAN DIEGO, July 20, 2020 — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that it has entered into definitive agreements prima |
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| June 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2020 Oncternal Therapeutics, Inc. |
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| June 15, 2020 |
8-K 1 onct-8k20200615.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2020 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-50549 62-1715807 (State or Other Jurisdiction of |
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| May 29, 2020 |
ONCT / Oncternal Therapeutics, Inc. / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 21, 2020 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2020, between Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| May 21, 2020 |
EXHIBIT 10.2 Execution Version May 15, 2020 STRICTLY CONFIDENTIAL Oncternal Therapeutics, Inc. 12230 El Camino Real Suite 300 San Diego, California 92130 Attn: James B. Breitmeyer, M.D., Ph.D., President and Chief Executive Officer Dear Dr. Breitmeyer: This letter agreement (this “Agreement”) constitutes the agreement between Oncternal Therapeutics, Inc. (the “Company”) and H.C. Wainwright & Co., |
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| May 21, 2020 |
EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 21, 2020 |
Form of Placement Agent Warrant, issued by Registrant pursuant to the May 2020 Purchase Agreement EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 21, 2020 |
1,943,636 Shares of Common Stock 424B5 1 d879759d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-222268 PROSPECTUS SUPPLEMENT (To the Prospectus Dated January 5, 2018) 1,943,636 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to certain institutional and accredited investors 1,943,636 shares of our common stock at a purchase pri |
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| May 21, 2020 |
EX-99.1 7 onct-ex99111.htm EX-99.1 EXHIBIT 99.1 Oncternal Therapeutics Announces $5.0 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules SAN DIEGO, May 20, 2020 - Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that it has entered into definitive agreements with s |
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| May 21, 2020 |
8-K 1 onct-8k20200519.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2020 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-50549 62-1715807 (State or Other Jurisdiction of |
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| May 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2020 Oncternal Therapeutics, Inc. |
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| May 7, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 7, 2020 Oncternal Therapeutics, Inc. |
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| May 7, 2020 |
Oncternal Provides Business Update and Announces First Quarter 2020 Financial Results EX-99.1 2 onct-ex9917.htm EX-99.1 Exhibit 99.1 Oncternal Provides Business Update and Announces First Quarter 2020 Financial Results - Deep clinical responses reported for two of seven patients with relapsed/refractory Ewing sarcoma treated with the recommended Phase 2 dose of TK216 in ongoing Phase 1 clinical trial - 50% complete response rate reported in patients with relapsed/refractory MCL in |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact name of registrant |
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| April 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 2, 2020 Oncternal Therapeutics, Inc. |
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| March 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 18, 2020 Oncternal Therapeutics, Inc. |
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| March 16, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 16, 2020 Oncternal Therapeutics, Inc. |
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| March 16, 2020 |
Description of Securities of Oncternal Therapeutics, Inc. Exhibit 4.5 Description of the Registrant’s SECURITIES Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Oncternal Therapeutics, Inc. (“Oncternal,” “we,” “our” and “us”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock Description of Common Stock General The following summary of the terms of ou |
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| March 16, 2020 |
Exhibit 10.13 *** CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Amendment No. 2 TO AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN ONCTERNAL THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR UC CASE NOS. SD2005-212, SD2010-306, SD20 |
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| March 16, 2020 |
EX-10.32 6 onct-ex1032768.htm EX-10.32 Exhibit 10.32 September 20, 2019 Robert J. Wills, Ph.D. Dear Dr. Wills: Oncternal Therapeutics, Inc., a Delaware corporation (“Oncternal” or the “Company”), invites you to consult with and advise Oncternal with respect to its efforts to out-license or sell the Company’s SARD and SARM assets in accordance with the following terms and conditions: 1. Services. A |
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| March 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-50549 Oncternal Therapeutics, Inc. (Exact Name of Registrant as Speci |
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| March 16, 2020 |
Form of Indemnification Agreement EX-10.31 5 onct-ex1031767.htm EX-10.31 Exhibit 10.31 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Com |
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| March 16, 2020 |
EX-10.2 3 onct-ex102765.htm EX-10.2 Exhibit 10.2 *** CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 1 TO COMMERCIAL LICENSE AGREEMENT This Amendment No. 1 to Commercial License Agreement (the “Amendment”), effective as of February 5, 2020 |
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| March 16, 2020 |
Oncternal Provides Business Update and Announces Fourth Quarter and Full Year 2019 Financial Results Exhibit 99.1 Oncternal Provides Business Update and Announces Fourth Quarter and Full Year 2019 Financial Results - Steady progress of clinical programs in four indications: MCL, Ewing sarcoma, breast cancer, and CLL - Cirmtuzumab in combination with ibrutinib demonstrated a 50% CR rate and 83% best ORR in patients with relapsed/refractory MCL in an interim analysis from an ongoing Phase 1/2 clini |
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| March 16, 2020 |
EX-21.1 7 onct-ex211764.htm EX-21.1 Exhibit 21.1 Subsidiaries State of Incorporation Oncternal Oncology, Inc. Delaware Oncternal, Inc. Delaware US-DOCS\114514280.1 |
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| February 14, 2020 |
EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2020 PERCEPTIVE ADVISORS LLC |
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| February 14, 2020 |
ONCT / Oncternal Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Oncternal Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 68236P107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
