Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): December 31, 2019


Oncternal Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)







(State or Other Jurisdiction

of Incorporation)


(Commission File



(IRS Employer Identification No.)


12230 El Camino Real

Suite 300

San Diego, California



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code: (858) 434-1113



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.001 per share




The Nasdaq Stock Market, LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 8.01

Other Events.

On December 31, 2019 (the “Notice Date”), Oncternal Therapeutics, Inc. (the “Company”) provided notice of termination of the amended and restated license agreement (the “SARM License Agreement”), dated July 24, 2007, by and between the Company (as successor-in-interest of GTx, Inc.) and the University of Tennessee Research Foundation related to the development and production of selective androgen receptor modulators (“SARM Technology”), which termination will be effective three months following such notice.


In 2018, the Company disclosed that it had ceased its development of the SARM Technology following the failure of a Phase 2 clinical study of enobosarm to achieve statistical significance with respect to the primary endpoint of the study, and the Company has not been successful in its efforts to sublicense the SARM Technology.


The Company has the right to terminate the SARM License Agreement at any time, effective upon three months’ notice.  Following termination, the Company will no longer have the obligation to make further payments under the SARM License Agreement, including payments for patent prosecution and maintenance, and will no longer have any rights to develop or sublicense the SARM Technology.  The Company will not incur any early termination penalties due to the termination of the SARM License Agreement.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.








Oncternal Therapeutics, Inc.



 Date: December 31, 2019


/s/ James B. Breitmeyer




Name: James B. Breitmeyer, M.D., Ph.D.




Title: President and Chief Executive Officer