Item 1.01. Entry
into a Material Definitive Agreement.
Amendment to Securities Purchase Agreement
As previously reported in a Current Report
on Form 8-K filed by Arno Therapeutics, Inc. (the “Company”) with the Securities and Exchange Commission on November
27, 2012 (the “Prior Form 8-K”), the Company entered into a Securities Purchase Agreement dated November 26, 2012 (the
“Purchase Agreement”) with certain purchasers identified therein (the “Purchasers”) pursuant to which the
Company agreed to sell, and the Purchasers agreed to purchase, the Company’s 8% Senior Convertible Debentures due November
26, 2015 (the “Debentures”) in the aggregate principal amount of $12,705,000, and two series of warrants representing
the right to purchase an aggregate of 84,700,000 shares of the Company’s common stock (the “Warrants” and together
with the Debentures, the “Securities”). The initial closing under the Purchase Agreement was completed on November
26, 2012, and the Purchase Agreement provided that the Company was permitted to conduct a second closing on or prior to December
14, 2012. On December 13, 2012, the Company and Purchasers holding two-thirds of the Debentures issued at the initial closing entered
into an amendment to the Purchase Agreement to extend the final date by which the second closing could be conducted to December
18, 2012.
Completion of Second Closing under Purchase Agreement
On December 18, 2012, the Company completed
a second closing under the Purchase Agreement, as amended, pursuant to which it issued and sold to certain investors identified
in such agreement an aggregate of $2,152,200 of additional principal amount of Debentures and Warrants to purchase an aggregate
of 14,348,002 shares of the Company’s common stock. Each of the purchasers at the December 18, 2012 closing were added as
parties to both the Purchase Agreement and the Registration Rights Agreement that the Company and the investors at the initial
closing entered into on November 26, 2012, as described in the Prior Form 8-K, which is incorporated herein by reference. The terms
of the Securities issued to the investors at the second closing under the Purchase Agreement are described in the Prior Form 8-K,
except that the maturity date of the Debentures issued at the second closing is December 18, 2015.
On December 19, 2012, the Company issued
a press release announcing the issuance and sale of the Debentures and Warrants at the second closing, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Placement Agent Engagement
Maxim Group LLC (“Maxim
Group”) served as the Company’s placement agent in connection with the sale of the Securities pursuant to an
engagement agreement dated May 30, 2012, as amended on November 27, 2012 (the “Engagement Agreement”). As
compensation for its services, and pursuant to the Engagement Agreement, the Company paid Maxim Group aggregate cash
commissions of $1,035,000 in connection with the sale of the Securities issued at both closings under the Purchase Agreement.
In addition, the Company also issued to Maxim Partners LLC, an affiliate of Maxim Group, 60,000 shares of its common stock
and 5-year warrants to purchase 2,270,000 shares of common stock at an exercise price of $0.33 per share. The terms of such
warrants are substantially identical to the terms of the Warrants issued to the purchasers under the Purchase Agreement,
except that the warrants issued to Maxim Partners LLC (i) do not contain certain provisions requiring an adjustment to the
exercise price if the Company makes issuances of common stock at a per share price less than the warrant exercise price and
(ii) provide that they may be exercised on a cashless basis (net exercise) at any time during their term.