SBPH Spring Bank Pharmaceuticals Inc

Item 1.01 Entry into a Material Definitive Agreement.

On June 22, 2017, Spring Bank Pharmaceuticals, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., as representatives of the several underwriters named therein (collectively, the “ Underwriters ”), relating to the issuance and sale (the “ Offering ”) of 2,884,615 shares of common stock, par value $0.0001 per share, of the Company. The price to the public in the Offering is $13.00 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $12.22 per share. The net proceeds to the Company from the Offering are expected to be approximately $35.0 million after deducting underwriting discounts and commissions and other estimated offering expenses. Under the terms of the Underwriting Agreement, the Underwriters have an option, exercisable for 30 days, to purchase up to an additional 432,692 shares of the Company’s common stock at the public offering price less the underwriting discounts and commissions. The Offering is expected to close on or about June 27, 2017, subject to satisfaction of customary closing conditions.  Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. are acting as joint book-running managers for the Offering. Chardan is acting as co-manager for the Offering.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 218399) initially filed with the Securities and Exchange Commission (the “ Commission ”) on June 1, 2017 and declared effective by the Commission on June 12, 2017 (the “ Registration Statement ”). A prospectus and prospectus supplement relating to the Offering have been filed with the Commission.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein. A copy of the legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.