ODT Odonate Therapeutics Inc

Item 1.01 Entry into a Material Definitive Agreement

On August 27, 2020, Odonate Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC, as the representative of the underwriters named therein (the “Underwriters”), to issue and sell 5,614,036 shares of the Company’s common stock at a public offering price of $14.25 per share (the “Offering”). In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 842,105 shares of its common stock on the same terms and conditions (the “Option”). On August 31, 2020, the Underwriters exercised the Option in full. The Offering and the Option closed on September 1, 2020. The aggregate gross proceeds from the Offering and the Option were $92.0 million before deducting underwriting discounts and offering expenses.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-233990), which became effective on October 18, 2019. A final prospectus supplement dated August 27, 2020 relating to and describing the terms of the offering was filed with the U.S. Securities and Exchange Commission on August 31, 2020.

In the Underwriting Agreement, the Company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.