RIGL Rigel Pharmaceuticals Inc

Item 8.01.  Other Events.

On October 4, 2017, we entered into an underwriting agreement, or the Underwriting Agreement, with Jefferies LLC and BMO Capital Markets Corp., as representatives of the several underwriters named therein, collectively, the Underwriters, relating to the public offering, issuance and sale of 18,100,000 shares of our common stock, par value $0.001 per share, or the Common Stock. The price to the public in this offering is $3.35 per share, and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $3.149 per share. Under the terms of the Underwriting Agreement, we also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,715,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to us from this offering are expected to be $60.6 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by us, or $69.7 million if the Underwriters exercise in full their option to purchase additional shares of Common Stock. The offering is expected to close on October 10, 2017, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities 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 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The offering is being made pursuant to our effective registration statements on Form S-3 and an accompanying prospectus (Registration Statement Nos. 333-203956 and 333-220821) previously filed with the SEC and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.