Item8.01. Other Events.

On April7, 2017, Tokai Pharmaceuticals, Inc. (Tokai or the
Company) filed a definitive proxy statement on Schedule 14A (the
Definitive Proxy Statement) with the Securities and Exchange
Commission (the SEC) with respect to the special meeting of
Tokais stockholders scheduled to be held on May9, 2017 in order
to, among other things, obtain the stockholder approvals
necessary to complete the purchase by Tokai of all of the
ordinary and preferred shares of Otic Pharma, Ltd., a private
limited company organized under the laws of the State of Israel
(Otic), in exchange for shares of Tokai common stock (the Otic
Transaction), on the terms and subject to the conditions set
forth in the Amended and Restated Share Purchase Agreement, dated
as of March2, 2017, among Tokai, Otic, and the shareholders of
Otic named therein (the Share Purchase Agreement).

With this filing, Tokai is hereby supplementing its disclosure in
the Definitive Proxy Statement in connection with litigation
brought by its stockholders, which is described below.Nothing in
this Current Report on Form8-K shall be deemed an admission of
the legal necessity or materiality under applicable laws of any
of the disclosures set forth herein. Tokai and the other named
defendants believe the claims asserted in the litigation to be
without merit, intend to defend against them vigorously, and deny
any wrongdoing alleged in the litigation.

Stockholder Litigation

In connection with the Otic Transaction, two putative securities
class actions have been filed in the U.S. District Court for the
District of Massachusetts against Tokai, Jodie P. Morrison, Seth
L. Harrison, Stephen Buckley, Jr., Cheryl L. Cohen, David A.
Kessler, and Joseph A. Yanchik, III. The two complaints are
captioned as follows: Bushansky v. Tokai Pharmaceuticals,
Inc., et al.
, No. 1:17-cv-10621-DPW (filed April11, 2017),
and Wilson v. Tokai Pharmaceuticals, Inc., et al., No.
(filed April14, 2017). Each lawsuit alleges that the Definitive
Proxy Statement made false and misleading statements and
omissions in connection with the Otic Transaction, in violation
of the Securities Exchange Act of 1934 and Rule 14a-9,
promulgated thereunder. Each plaintiff seeks to represent a class
of all persons and entities that own Tokai common stock. Each
lawsuit seeks, among other things, preliminary and permanent
injunctions of the Otic Transaction unless Tokai discloses
certain information requested by plaintiff, rescission and
unspecified damages if the Otic Transaction is consummated, and
attorneys fees. We refer to these two actions collectively as the
Stockholder Litigation.

The Company
believes that no supplemental disclosures are required under
applicable laws. However, to avoid the risk of the Stockholder
Litigation delaying or adversely affecting the closing of the
Share Purchase Agreement and to minimize the expense of defending
the Stockholder Litigation, and…

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