ARNI / Arno Therapeutics, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Arno Therapeutics 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-52153 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in

Arno Therapeutics S-8 POS

As filed with the Securities and Exchange Commission on March 28, 2017 Registration No.

Arno Therapeutics POS AM

POS AM 1 v462836posam.htm POS AM As filed with the Securities and Exchange Commission on March 28, 2017 Registration No. 333-214074 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 52-2

Arno Therapeutics POS AM

POS AM 1 v462835posam.htm POS AM As filed with the Securities and Exchange Commission on March 28, 2017 Registration No. 333-210102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 52-2

ARNI / Arno Therapeutics, Inc. / SOROS FUND MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARNO THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 042564203 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

ARNI / Arno Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Arno Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

ARNI / Arno Therapeutics, Inc. / Opko Health, Inc. - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment

Schedule 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Arno Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of

ARNI / Arno Therapeutics, Inc. / Zucker Jonathan J Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arno Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) Jonathan J. Zucker 166 Duane Street, 10C New York, NY 10013 646-344-1459 (Name, Address and Telephone Number of Person Authorized to Receive Noti

PURCHASE AGREEMENT

EX-1 2 exhibitaarnotherap13d.htm EXHIBIT A TO ARNO THERAPEUTICS, INC. SCHEDULE 13D FILING EXHIBIT A PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement") is entered into as of December 30, 2016, by and between S. Donald Sussman (the "Seller") and Jonathan Zucker (the "Purchaser"). Each of the Seller and the Purchaser are referred to herein individually as a "Party" and collectively as the

PURCHASE AGREEMENT

EXHIBIT A PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement") is entered into as of December 30, 2016, by and between S.

ARNI / Arno Therapeutics, Inc. / Ruchefsky Steven B Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arno Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) Steven B. Ruchefsky Commercial Street Capital LLC c/o Hewlett Bay Associates LLC 800 Westchester Ave, Suite S-414 Rye Brook, New York 10573 (9

Arno Therapeutics DEFINITIVE PROXY STATEMENT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the Appropriate Box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only

Arno Therapeutics FORM 10-Q (Quarterly Report)

10-Q 1 v45188610q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commiss

Arno Therapeutics PRE 14A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the Appropriate Box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only

OFFERING PROSPECTUS 12,752,126 Shares Common Stock

Filed pursuant to Rule 424(b)(3) File No. 333-214074 OFFERING PROSPECTUS 12,752,126 Shares Common Stock The selling stockholders identified beginning on page 17 of this prospectus are offering on a resale basis a total of 12,752,126 shares of our common stock, including 4,250,705 shares issuable upon the exercise of warrants. We will not receive any proceeds from the sale of these shares by the se

Arno Therapeutics ESP

Arno Therapeutics, Inc. 200 Route 31 North, Suite 104 Flemington, New Jersey 08822 (862) 703-7170 October 31, 2016 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Suzanne Hayes Re: Arno Therapeutics, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-214074 Dear Ms. Hayes: On behalf of the Company, the undersigned respect

Arno Therapeutics S-1

S-1 1 v450204s1.htm S-1 As filed with the Securities and Exchange Commission on October 12, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 52-2286452 (State or other jurisdiction of incorpor

EX-24

Power of Attorney The undersigned hereby makes, constitutes and appoints Christopher J.

ARNI / Arno Therapeutics, Inc. / Belldegrun Arie - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arno Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) Arie S. Belldegrun 811 Strada Vecchia Road Los Angeles, CA 90077 (310) 471-4372 (Name, Address and Telephone Number of Person Authorized to Recei

ARNI / Arno Therapeutics, Inc. / Ruchefsky Steven B - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arno Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) Steven B. Ruchefsky Commercial Street Capital LLC c/o Hewlett Bay Associates LLC 800 Westchester Ave, Suite S-414 Rye Brook, New York 10573 (914)

EX-24

Power of Attorney The undersigned hereby makes, constitutes and appoints Christopher J.

ARNI / Arno Therapeutics, Inc. / Kariv Tomer - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arno Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) Pontifax 14 Shenkar Street, Beit Ofek Herzliya Pituach 46140, Israel +972-9-9725618 (Name, Address and Telephone Number of Person Authorized to R

EX-24

Power of Attorney Each of the undersigned hereby makes, constitutes and appoints Christopher J.

EX-24

Power of Attorney Each of the undersigned hereby makes, constitutes and appoints Christopher J.

ARNO THERAPEUTICS, INC. AMENDMENT NO. 1 TO 2016 EQUITY INCENTIVE PLAN

Exhibit 10.1 ARNO THERAPEUTICS, INC. AMENDMENT NO. 1 TO 2016 EQUITY INCENTIVE PLAN This Amendment No. 1 (this “Amendment”) to the Arno Therapeutics, Inc. 2016 Equity Incentive Plan (the “Plan”) is made as of April 7, 2016 (the “Effective Date”) by Arno Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning given to

Arno Therapeutics FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-52153 ARNO THERA

ARNO THERAPEUTICS, INC. AMENDMENT NO. 1 TO 2016 EQUITY INCENTIVE PLAN

Exhibit 10.1 ARNO THERAPEUTICS, INC. AMENDMENT NO. 1 TO 2016 EQUITY INCENTIVE PLAN This Amendment No. 1 (this “Amendment”) to the Arno Therapeutics, Inc. 2016 Equity Incentive Plan (the “Plan”) is made as of April 7, 2016 (the “Effective Date”) by Arno Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning given to

Arno Therapeutics FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-52153 ARNO THERA

ARNI / Arno Therapeutics, Inc. / Opko Health, Inc. - SCHEDULE 13G - AMEND NO 1 Passive Investment

Schedule 13G - Amend No 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ARNI / Arno Therapeutics, Inc. / Opko Health, Inc. - SCHEDULE 13G - AMEND NO 1 Passive Investment

Schedule 13G - Amend No 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

2016 SERIES F COMMON STOCK PURCHASE WARRANT ARNO THERAPEUTICS, INC.

EX-4.1 2 v447095ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

REGISTRATION RIGHTS AGREEMENT

EX-10.2 4 v447095ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15 , 2016, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2016 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commission

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 15 , 2016, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 15 , 2016, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

2016 SERIES F COMMON STOCK PURCHASE WARRANT ARNO THERAPEUTICS, INC.

EX-4.1 2 v447095ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

REGISTRATION RIGHTS AGREEMENT

EX-10.2 4 v447095ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15 , 2016, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2016 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commission

Arno Therapeutics NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52153 NOTIFICATION OF LATE FILING CUSIP NUMBER 042564203 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transit

Arno Therapeutics NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52153 NOTIFICATION OF LATE FILING CUSIP NUMBER 042564203 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transit

Arno Therapeutics FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-52153 ARNO THER

OFFERING PROSPECTUS 21,153,997 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-210102 OFFERING PROSPECTUS 21,153,997 Shares Common Stock The selling stockholders identified beginning on page 19 of this prospectus are offering on a resale basis a total of 21,153,997 shares of our common stock. We will not receive any proceeds from the sale of these shares by the selling stockholders. Our common stock is quoted on the OTCQB tier of

Arno Therapeutics ESP

Arno Therapeutics, Inc. 200 Route 31 North, Suite 104 Flemington, New Jersey 08822 (862) 703-7170 April 14, 2016 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Suzanne Hayes Re: Arno Therapeutics, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-210102 Dear Ms. Hayes: On behalf of the Company, the undersigned respectfu

Arno Therapeutics S-1/A

As filed with the Securities and Exchange Commission on April 1, 2016 Registration No.

Arno Therapeutics FORM 10-K (Annual Report)

10-K 1 v43459310k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2015 or ¨ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-52153

INCENTIVE STOCK OPTION AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN

Exhibit 10.2 INCENTIVE STOCK OPTION AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN THIS AGREEMENT, made effective as of this day of , 20, by and between Arno Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Participant?). W I T N E S S E T H: WHEREAS, Participant on the date hereof is an Employee of the Company or one of its Subsidiaries; and WHEREAS, the Company wis

NONQUALIFIED STOCK OPTION AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN

Exhibit 10.3 NONQUALIFIED STOCK OPTION AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN THIS AGREEMENT, made effective as of this day of , 20, by and between Arno Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Participant?). W I T N E S S E T H: WHEREAS, Participant on the date hereof is an Employee, Director of, or Consultant to the Company or one of its Subsidiarie

RESTRICTED STOCK AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN

Exhibit 10.4 RESTRICTED STOCK AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN THIS AGREEMENT is made effective as of this day of , 20, by and between Arno Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Participant?). W I T N E S S E T H: WHEREAS, Participant is, on the date hereof, an Employee, Director of or a Consultant to the Company or one of its Subsidiaries; a

ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN SECTION 1.

EX-10.1 2 v434454ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN SECTION 1. DEFINITIONS As used herein, the following terms shall have the meanings indicated below: (a) “Administrator” shall mean the Board of Directors of the Company, or one or more Committees appointed by the Board of Directors, as the case may be. (b) “Affiliate(s)” shall mean a Parent or

RESTRICTED STOCK UNIT AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN

EX-10.5 6 v434454ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 RESTRICTED STOCK UNIT AGREEMENT ARNO THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN THIS AGREEMENT, made effective as of this day of , 20, by and between Arno Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Participant”). W I T N E S S E T H: WHEREAS, Participant on the date hereof is an Employee, Director of, or Consultant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4344548k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2016 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-

Arno Therapeutics FORM S-1

As filed with the Securities and Exchange Commission on March 11, 2016 Registration No.

ARNI / Arno Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Arno Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

STOCK PURCHASE AGREEMENT

EX-10.1 2 v428850ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of January 12, 2016, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2016 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commission

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of January 12, 2016, between ARNO THERAPEUTICS, INC., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Stock Purchase A

CONVERTIBLE NOTE PURCHASE AGREEMENT

EX-10.1 2 v422787ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the “Agreement”) is made and entered into as of October 21, 2015, by and among Arno Therapeutics, Inc., a Delaware corporation (the “Company”), and the individuals and/or entities listed on Exhibit A attached hereto (each, a “Purchaser,” collectively, the “Purchasers”

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 v4227878k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2015 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2015 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissi

ARNI / Arno Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Arno Therapeutics Inc (Name of Issuer) Common Stock (Title of Class of Securities) 042564203 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x

ARNI / Arno Therapeutics, Inc. / SOROS FUND MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga-arno.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ARNO THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 042564203 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissi

Prospectus Supplement No. 3 (to Prospectus dated May 14, 2014)

Filed Pursuant to Rule 424(b)(3) File No. 333-193115 Prospectus Supplement No. 3 (to Prospectus dated May 14, 2014) This Prospectus Supplement No. 3 supplements and amends our prospectus dated May 14, 2014 (the “Base Prospectus,” and together with Prospectus Supplement No. 1 dated May 15, 2014, and Prospectus Supplement No. 2 dated August 14, 2014, the “Prospectus”). The selling stockholders ident

Other Events

8-K 1 v3923808k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-521

Prospectus Supplement No. 2 (to Prospectus dated May 14, 2014)

Filed Pursuant to Rule 424(b)(3) File No. 333-193115 Prospectus Supplement No. 2 (to Prospectus dated May 14, 2014) This Prospectus Supplement No. 2 supplements and amends our prospectus dated May 14, 2014 (the “Base Prospectus,” and together with Prospectus Supplement No. 1 dated May 15, 2014, the “Prospectus”). The selling stockholders identified beginning on page 19 of the Base Prospectus are o

SEPARATION AGREEMENT

Exhibit 10.1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of July 25, 2014, by and between GLENN R. MATTES (the “Executive”) and ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”). WHEREAS, Executive and the Company are parties to that certain Employment Agreement dated April 25, 2011 (the “Employment Agreement”), which set forth the terms of Exe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commission F

Arno Therapeutics, Inc. Appoints Alexander Zukiwski, M.D. as Interim Chief Executive Officer and Mr. Lawrence Kenyon as Chief Operating Officer

Exhibit 99.1 Arno Therapeutics, Inc. Appoints Alexander Zukiwski, M.D. as Interim Chief Executive Officer and Mr. Lawrence Kenyon as Chief Operating Officer FLEMINGTON, NJ – July 18, 2014 – Arno Therapeutics, Inc. (OTCQB: ARNI), a clinical stage biopharmaceutical company focused on the development of oncology therapeutics, today announced that Alexander Zukiwski, M.D., has been appointed as the in

Prospectus Supplement No. 1 (to Prospectus dated May 14, 2014)

Filed Pursuant to Rule 424(b)(3) File No. 333-193115 Prospectus Supplement No. 1 (to Prospectus dated May 14, 2014) This Prospectus Supplement No. 1 supplements and amends our prospectus dated May 14, 2014 (the “Prospectus”). The selling stockholders identified beginning on page 19 of this prospectus are offering on a resale basis a total of 44,861,891 shares of our common stock, of which 36,448,5

OFFERING PROSPECTUS 44,861,891 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-193115 OFFERING PROSPECTUS 44,861,891 Shares Common Stock The selling stockholders identified beginning on page 19 of this prospectus are offering on a resale basis a total of 44,861,891 shares of our common stock, of which 36,448,537 are issuable upon the exercise of outstanding warrants. We will not receive any proceeds from the sale of these shares

- POS AM

As filed with the Securities and Exchange Commission on April 30, 2014 Registration No.

Arno Therapeutics 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2013 or ? Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-52153 ARNO THERAPEUTICS, INC. (Exact

- S-8

As filed with the Securities and Exchange Commission on March 31, 2014 Registration No.

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissi

Arno Therapeutics Appoints Lawrence A. Kenyon Chief Financial Officer

Contact: The Ruth Group Arno Therapeutics Lee Roth (investors) Glenn Mattes lroth@theruthgroup.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3701038k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 24th day of February, 2014 (the “Effective Date”), by and between Arno Therapeutics, Inc., a Delaware corporation with principal offices at 200 Route 31 North, Suite 104, Flemington, NJ 08822 (the “Company”), and Mr. Lawrence A. Kenyon (the “Executive”) having an address at [Address]. W I T N E S S E T H: WH

ARNI / Arno Therapeutics, Inc. / WEXFORD CAPITAL LP - WEXFORD CAPITAL SC13G A1 02-14-14 Passive Investment

SC 13G/A 1 formsc13ga1.htm WEXFORD CAPITAL SC13G A1 02-14-14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) ARNO THERAPEUTICS, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 042564203 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check

ARNI / Arno Therapeutics, Inc. / Frost Gamma Investments Trust - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* ARNO THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 042564203 (CUSIP Number) 12/31/20

OFFERING PROSPECTUS 38,671,405 Shares Common Stock

424B3 1 v366350424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) File No. 333-193115 OFFERING PROSPECTUS 38,671,405 Shares Common Stock The selling stockholders identified beginning on page 20 of this prospectus are offering on a resale basis a total of 38,671,405 shares of our common stock, of which 30,258,051 are issuable upon the exercise of outstanding warrants. We will not receive any proceeds

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2014 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissio

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Arno Therapeutics, Inc. 200 Route 31 North, Suite 104 Flemington, New Jersey 08822 (862) 703-7170 January 23, 2014 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Riedler Re: Arno Therapeutics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-193115 Dear Mr. Riedler: On behalf of the Company, the undersigned res

200 Route 31 North, Suite 104, Flemington, NJ 08822 T: 862.703.7169 F: 908.237.0071

200 Route 31 North, Suite 104, Flemington, NJ 08822 T: 862.703.7169 F: 908.237.0071 January 22, 2014 Dear Fellow Shareholders, This past year was one of major strategic and financial progress for Arno, as we continued advancing the clinical development program of our lead compound, onapristone. We achieved several important milestones during 2013 and early 2014, culminating in the first patient be

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January 21, 2014 Via Edgar Transmission Mr. Jeffrey P. Riedler Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Arno Therapeutics, Inc. (the “Company”) Registration Statement on Form S-1 Filed December 27, 2013 File No. 333-193115 Dear Mr. Riedler: As counsel for the Company and on its behalf, this letter is being submitted in response

- S-1/A

As filed with the Securities and Exchange Commission on January 21, 2014 Registration No.

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on December 27, 2013 Registration No.

POWER OF ATTORNEY

EX-99.B 3 d625818dex99b.htm EX B CUSIP NO. 042564203 Page 11 of 12 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal

POWER OF ATTORNEY

EX-99.C 4 d625818dex99c.htm EX C CUSIP NO. 042564203 Page 12 of 12 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal

JOINT FILING AGREEMENT

EX-99.A 2 d625818dex99a.htm EX A CUSIP NO. 042564203 Page 10 of 12 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.0001 per share, of Arno Therapeutics, Inc., dated as of November 8, 2013, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on

ARNI / Arno Therapeutics, Inc. / SOROS FUND MANAGEMENT LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ARNO THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 042564203 (CUSIP Number) October 29, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

ARNI / Arno Therapeutics, Inc. / Opko Health, Inc. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Arno Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 0

200 Route 31 North, Suite 104, Flemington, NJ 08822 Tel: 862-703-7170 / Fax: 973-267-0101

October 29, 2013 EXHIBIT 10.5 OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 Attention: Mr. Steven Rubin Re: Subscription to Purchase Common Stock and Warrants of Arno Therapeutics, Inc. (“Arno” or the “Company”) Dear Mr. Rubin: In connection with the offering (the “Offering”) of shares of common stock, par value $0.0001 per share, (the “Common Stock”); Class C Warrants and Class D

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2013, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purch

Arno Therapeutics Completes $30.7 Million Financing, Recapitalization and 1-for-8 Reverse Stock Split

EXHIBIT 99.1 Contact: The Ruth Group Arno Therapeutics Stephanie Carrington (investors) Glenn Mattes [email protected] [email protected] (646) 536-7017 (862) 703-7176 Kirsten Thomas (media) [email protected] (646) 536-7014 Arno Therapeutics Completes $30.7 Million Financing, Recapitalization and 1-for-8 Reverse Stock Split – All Outstanding Convertible Debentures Converted into Co

2013 SERIES C COMMON STOCK PURCHASE WARRANT ARNO THERAPEUTICS, INC.

EX-4.1 2 v358600ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

2013 SERIES [D/E] COMMON STOCK PURCHASE WARRANT ARNO THERAPEUTICS, INC.

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Joint AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT and registration rights agreement

EXHIBIT 10.4 Joint AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT and registration rights agreement This Joint Amendment No. 2 (the “Amendment”) is entered into as of October 29, 2013, by and between Arno Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers. WHEREAS, the Company and the undersigned Purchasers are, together with certain other Purchasers, part

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2013 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissio

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2013, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

CONVERSION AGREEMENT

EXHIBIT 10.3 CONVERSION AGREEMENT This CONVERSION AGREEMENT (this “Agreement”), is entered into as of October 29, 2013, by and among ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the undersigned holders (each, a “Holder,” and collectively, the “Holders”) of the Company’s 8% Senior Convertible Debentures due 2015. WHEREAS, the Company and the Holders are parties to that certa

ARNI / Arno Therapeutics, Inc. / WEXFORD CAPITAL LP - WEXFORD CAPITAL SC13G 10-17-2013 Passive Investment

SC 13G 1 formsc13g.htm WEXFORD CAPITAL SC13G 10-17-2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) ARNO THERAPEUTICS, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 042564104 (CUSIP Number) October 14, 2013 (Date of Event which Requires Filing of this Statement) Check the appropr

ARNO THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Adopted: October 7, 2013

EXHIBIT 10.1 ARNO THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Adopted: October 7, 2013 The following is a summary of the compensation plan for directors of Arno Therapeutics, Inc. (the “Company”) who are not employees of the Company. Directors who are employees of the Company do not receive compensation for their service on the Board and shall receive compensation only in their capa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3572678k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2013 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-5215

Prospectus Supplement No. 2 (to Prospectus dated April 18, 2013)

Filed Pursuant to Rule 424(b)(3) File No. 333-185690 Prospectus Supplement No. 2 (to Prospectus dated April 18, 2013) This Prospectus Supplement No. 2 supplements and amends our prospectus dated April 18, 2013, as amended by Prospectus Supplement No. 1 dated May 15, 2013 (the “Prospectus”). The selling stockholders identified beginning on page 23 of the Prospectus are offering on a resale basis a

OFFERING PROSPECTUS 25,531,141 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-170474 OFFERING PROSPECTUS 25,531,141 Shares Common Stock The selling stockholders identified beginning on page 18 of this prospectus are offering on a resale basis a total of 25,531,141 shares of our common stock, of which 15,593,074 shares were issued upon the conversion of our Series A Convertible Preferred Stock (including 319,074 shares of

- POS AM

As filed with the Securities and Exchange Commission on May 28, 2013 Registration No.

Prospectus Supplement No. 1 (to Prospectus dated April 18, 2013)

Filed Pursuant to Rule 424(b)(3) File No. 333-185690 Prospectus Supplement No. 1 (to Prospectus dated April 18, 2013) This Prospectus Supplement No. 1 supplements and amends our prospectus dated April 18, 2013 (the “Prospectus”). The selling stockholders identified beginning on page 23 of the Prospectus are offering on a resale basis a total of 49,524,003 shares of our common stock, all of which a

OFFERING PROSPECTUS 49,524,003 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-185690 OFFERING PROSPECTUS 49,524,003 Shares Common Stock The selling stockholders identified beginning on page 23 of this prospectus are offering on a resale basis a total of 49,524,003 shares of our common stock, all of which are issuable upon the exercise of outstanding warrants. We will not receive any proceeds from the sale of these shares by the

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Arno Therapeutics, Inc. 200 Route 31 North, Suite 104 Flemington, New Jersey 08822 (862) 703-7170 April 16, 2013 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Riedler Re: Arno Therapeutics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-185690 Dear Mr. Riedler: On behalf of the Company, the undersigned respe

- S-1/A

As filed with the Securities and Exchange Commission on April 16, 2013 Registration No.

AMENDMENT NO. 1 TO 8% SENIOR CONVERTIBLE DEBENTURE

Exhibit 4.7 AMENDMENT NO. 1 TO 8% SENIOR CONVERTIBLE DEBENTURE THIS AMENDMENT NO. 1 TO 8% SENIOR CONVERTIBLE DEBENTURE (the “Amendment”) is entered into as of March , 2013 (the “Effective Date”), by and between Arno Therapeutics, Inc. (the “Company”), and [] (the “Holder”). WHEREAS, the Company issued the Holder that certain 8% Senior Convertible Debenture dated [November 26][December 18], 2012 (t

joint amendment TO SECURITIES PURCHASE AGREEMENT and registration rights agreement

EX-10.27 3 v340478ex10-27.htm EXHIBIT 10.27 joint amendment TO SECURITIES PURCHASE AGREEMENT and registration rights agreement This Joint Amendment (the “Amendment”) is entered into as of March 25, 2013, by and between Arno Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers. WHEREAS, the Company and the undersigned Purchasers are, together with certain other

- FORM S-1/A

As filed with the Securities and Exchange Commission on April 11, 2013 Registration No.

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March 4, 2013 Via Edgar Transmission Mr. Jeffrey P. Riedler Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Arno Therapeutics, Inc. (the “Company”) Amendment No. 1 to Registration Statement on Form S-1 Filed January 29, 2013 File No. 333-185690 Dear Mr. Riedler: As counsel for the Company and on its behalf, this letter is being submit

January 30, 2013

Exhibit 10.1 January 30, 2013 Mr. Randy Thurman [ADDRESS] Dear Randy: Further to our recent conversations, on behalf of the Board of Directors (the “Board”) of Arno Therapeutics, Inc. (“Arno”), I am pleased to extend to you an offer to join the Board. In connection with your appointment to the Board, as consideration for your service, Arno shall pay you an annual cash stipend of fifty thousand dol

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3337278k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2013 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-521

Arno Therapeutics, Inc. 4 Campus Drive, Second Floor Parsippany, New Jersey 07054

Exhibit 10.12 Arno Therapeutics, Inc. 4 Campus Drive, Second Floor Parsippany, New Jersey 07054 August 19, 2010 Stefan Proniuk [ADDRESS] Dear Stefan: This shall confirm our recent discussions with respect to certain terms of your employment with Arno Therapeutics, Inc. (the “Company”). In particular, you hereby confirm that during the term of your employment with the Company, and for a period of o

January 31, 2008

Exhibit 10.1 January 31, 2008 Stefan Proniuk, Ph.D. [ADDRESS] Dear Dr. Proniuk: We are pleased to offer you the position of Director of Product Development of Arno Therapeutics, Inc. (“Arno”). This letter (the “Letter”) sets forth the proposed terms of your employment with Arno: 1. You shall serve as Director of Product Development of Arno and shall have such powers and perform such duties as are

- FORM S-1/A

S-1/A 1 v332473s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on January 29, 2013 Registration No. 333-185690 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 52

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January 29, 2013 Via Edgar Transmission Mr. Jeffrey P. Riedler Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Arno Therapeutics, Inc. (the “Company”) Registration Statement on Form S-1 Filed December 26, 2012 File No. 333-185690 Dear Mr. Riedler: As counsel for the Company and on its behalf, this letter is being submitted in response

- FORM 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARNO THERAPEUTICS, Inc. (Exact name of registrant as specified in its charter) Delaware 52-2286452 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 200 Route 31 North

ARNO THERAPEUTICS, INC. 2005 Stock Option Plan (as amended through January 14, 2013)

EXHIBIT 10.1 ARNO THERAPEUTICS, INC. 2005 Stock Option Plan (as amended through January 14, 2013) 1. Purpose. The purpose of the 2005 Stock Option Plan (the “Plan”) of Arno Therapeutics, Inc. (the “Company”) is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, d

Changes in Control of Registrant, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2013 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v3320798k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2013 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00

January 11, 2013

EX-99.1 2 v332079ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 January 11, 2013 [ADDRESS] Dear [INVESTOR]: I am writing to express my deep appreciation of your financial support and to give you an update on Arno’s plans for the year ahead. We made great progress in 2012 advancing our two lead investigational cancer drugs, onapristone and AR-42, through preclinical and clinical studies – and as a result of

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.25 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 (the “Amendment”) is entered into as of December 13, 2012, by and between Arno Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers. WHEREAS, the Company and the undersigned Purchasers are, together with certain other Purchasers, parties to that certain Securities Purchase Agre

COMMON STOCK PURCHASE WARRANT ARNO THERAPEUTICS, INC.

Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on December 26, 2012 Registration No.

Arno Therapeutics Completes $14.9 Million Financing To Advance Lead Clinical Compounds

Exhibit 99.1 Arno Therapeutics Completes $14.9 Million Financing To Advance Lead Clinical Compounds Flemington, NJ – December 19, 2012 – Arno Therapeutics, Inc. (OTCBB: ARNI), a clinical-stage biopharmaceutical company focused on the development of oncology therapeutics, announced today the sale and issuance of an additional $2.15 million of 8% senior convertible debentures and warrants to purchas

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2012 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissi

Prospectus Supplement No. 3 (to Prospectus dated May 14, 2012)

Filed Pursuant to Rule 424(b)(3) File No. 333-170474 Prospectus Supplement No. 3 (to Prospectus dated May 14, 2012) This Prospectus Supplement No. 3 supplements and amends our prospectus dated May 14, 2012, as supplemented by that Prospectus Supplement No. 1 dated May 15, 2012, and that Prospectus Supplement No. 2 dated August 14, 2012 (collectively, the “Prospectus”). The selling stockholders ide

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION ARNO THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

EXHIIBT 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF ARNO THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: FIRST: The original Certificate of Incorporation of Arno Therapeutics, Inc., formerly known as Laurier International, Inc., was filed with the Secretary of State of the State of Delaware on M

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2012, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit

2012 SERIES [A/B] COMMON STOCK PURCHASE WARRANT ARNO THERAPEUTICS, INC.

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2012 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commissi

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EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

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EX-10.2 6 v329281ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2012, between ARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreemen

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- POS AM

As filed with the Securities and Exchange Commission on May 2, 2012 Registration No.

- S-8 POS

As filed with the Securities and Exchange Commission on April 5, 2012 Registration No.

Entry into a Material Definitive Agreement

8-K 1 v3031288k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2012 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2012 ARNO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52153 52-2286452 (Commission