RAIN THERAPEUTICS, INC. FIRST AMENDMENT TO UNDERWRITING AGREEMENT
Exhibit 1.2
RAIN THERAPEUTICS, INC.
FIRST AMENDMENT TO UNDERWRITING AGREEMENT
November 4, 2022
Guggenheim Securities, LLC
As Representative of the
several Underwriters named in
Schedule I attached hereto
c/o Guggenheim Securities, LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter serves as an amendment (the “First Amendment”) to the Underwriting Agreement (the “Underwriting Agreement”), dated November 3, 2022, by and between Rain Therapeutics, Inc., a Delaware corporation (the “Company”) and Guggenheim Securities, LLC, acting as the representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters,” or each, an “Underwriter”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
The terms of our agreement, as set forth in the Underwriting Agreement, are hereby modified and amended as follows:
| 1. | The numbers of shares of Common Stock and Non-Voting Common Stock sold to the Underwriters pursuant to the Underwriting Agreement shall be as follows: |
5,961,080 Shares of Common Stock
2,615,250 Shares of Non-Voting Common Stock
| 2. | The first paragraph of the Underwriting Agreement is deleted and replaced in its entirety with the following: |
Rain Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,576,330 shares (the “Firm Shares”), which comprise (i) 5,961,080 shares of its voting common stock, par value $0.001 per share (the “Voting Common Stock”) and (ii) 2,615,250 shares of its non-voting common stock, par value $0.001 per share (the “Non-Voting Common Stock” and, together with the Voting Stock, the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 1,286,449 shares (the “Additional Shares”) of Voting Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
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| 3. | Schedule I to the Underwriting Agreement is deleted and replaced in its entirety with the following: |
| Underwriter |
Total Number of Firm Shares to be Purchased |
Total Number of Additional Shares to be Purchased if Option is Fully Exercised |
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| Voting Common Stock |
Non-Voting Common Stock |
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| Guggenheim Securities, LLC |
4,470,810 | 1,961,438 | 964,837 | |||||||||
| X.X. Xxxxxxxxxx & Co., LLC |
894,162 | 392,287 | 192,967 | |||||||||
| JonesTrading Institutional Services LLC |
596,108 | 261,525 | 128,645 | |||||||||
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| Total |
5,961,080 | 2,615,250 | 1,286,449 | |||||||||
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| 4. | Schedule III to the Underwriting Agreement is deleted and replaced in its entirety with the following: |
| 1. | The Company is selling 5,961,080 shares of Voting Common Stock and 2,615,250 shares of Non-Voting Common Stock. |
| 2. | The Company has granted an option, solely to cover over-allotments, to the Underwriters, severally and not jointly, to purchase up to an additional 1,286,449 shares of Voting Common Stock. |
| 3. | The offering price per share of Voting Common Stock and Non-Voting Common Stock shall be $5.83. |
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Except as specifically set forth herein, all other terms of the Underwriting Agreement shall remain in full force and effect without modification.
If you are in agreement with the terms of this First Amendment to the Underwriting Agreement, please date and sign in the space provided below and return a signed copy to my attention.
[Signature Page Follows]
| Very truly yours, | ||
| RAIN THERAPEUTICS INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Chief Executive Officer | ||
Accepted as of the date first above written
GUGGENHEIM SECURITIES, LLC
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Senior Managing Director | ||
On behalf of itself and the other Underwriters named in Schedule I to the Underwriting Agreement.
[Signature Page – First Amendment to Underwriting Agreement]
