false 0001466301 0001466301 2019-08-22 2019-08-22

 

 

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 23, 2019 (August 22, 2019)

 

Clovis Oncology, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35347

 

90-0475355

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

     

5500 Flatiron Parkway, Suite 100

Boulder, Colorado

 

80301

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (303) 625-5000

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock par value $0.001 per share

 

CLVS

 

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant

On August 23, 2019, Clovis Oncology, Inc. (the “Company”) completed the sale of $13,000,000 million aggregate principal amount of its 4.50% Convertible Senior Notes due 2024 (the “Additional Notes”). The Additional Notes were sold to the initial purchasers pursuant to the initial purchasers’ partial exercise of their option to purchase such notes, granted in connection with the previously disclosed offering of $250 million aggregate principal amount of the Company’s 4.50% Convertible Senior Notes due 2024 (the “Initial Notes” and, together with the Additional Notes, the “Notes”), which closed on August 13, 2019. The Additional Notes have the same terms, and were issued under the same Indenture, dated as of August 13, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), as the Initial Notes, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2019 (the “Initial Form 8-K”). The information set forth in the Initial Form 8-K is incorporated herein by reference.

The Notes were sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Notes and the shares of common stock issuable upon conversion of the Notes have not been registered under the Securities Act or any state securities laws, and, unless so registered, the Notes and such shares may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The net proceeds from the sale of the Additional Notes were approximately $12,552,000. The Company intends to use the net proceeds from the sale for general corporate purposes, including sales and marketing expenses associated with Rubraca, funding of the Company’s development programs, payment of milestones pursuant to its license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses, repurchase or repayment of other debt obligations and working capital.

These descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Indenture and Form of Global Note, which are filed as Exhibit 4.1 and 4.2, respectively, to the Initial Form 8-K and incorporated herein by reference.

This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy Notes.

Item 3.02. Unregistered Sales of Equity Securities

The information with respect to the Notes and the Indenture set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events

On August 22, 2019, the Company issued a press release announcing the exercise by the initial purchasers’ of their option to purchase the Additional Notes. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

 

99.1

   

Press Release, dated August 22, 2019

         
 

104

   

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 23, 2019

CLOVIS ONCOLOGY, INC.

     

By:

 

/s/ Paul Gross

Name:

 

Paul Gross

Title:

 

Executive Vice President, General

Counsel and Chief Compliance Officer

- 3 -

Exhibit 99.1

 

LOGO

Clovis Oncology Announces Exercise by Initial Purchasers of Their Option to Purchase an Additional $13.0 Million Aggregate Principal Amount of the Company’s 4.50% Convertible Senior Notes Due 2024

Boulder, CO, August 22, 2019 – Clovis Oncology, Inc. (NASDAQ: CLVS) announced today that the initial purchasers of the previously announced offering of the Company’s 4.50% Convertible Senior Notes due 2024 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, have elected to exercise their option to purchase an additional $13.0 million aggregate principal amount of the notes. The settlement of the option is expected to occur on August 23, 2019, subject to customary closing conditions. Following the closing, there will be a total of $263.0 million aggregate principal amount of the notes outstanding.

Clovis Oncology intends to use the net proceeds from the exercise of this option for general corporate purposes, including sales and marketing expenses associated with Rubraca® (rucaparib), funding of Clovis Oncology’s development programs, payment of milestones pursuant to Clovis Oncology’s license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses, repurchase or repayment of other debt obligations and working capital.

The offer and sale of the notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, the notes and any such shares may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Clovis Oncology

Clovis Oncology, Inc. is a biopharmaceutical company focused on acquiring, developing and commercializing innovative anti-cancer agents in the U.S., Europe and additional international markets. Clovis Oncology targets development programs at specific subsets of cancer populations, and simultaneously develops, with partners, for those indications that require them, diagnostic tools intended to direct a compound in development to the population that is most likely to benefit from its use. Clovis Oncology is headquartered in Boulder, Colorado with additional office locations in the U.S. and Europe.

To the extent that statements contained in this press release are not descriptions of historical facts regarding Clovis Oncology, they are forward-looking statements reflecting the current beliefs and expectations of management. Such forward-looking statements involve substantial risks and uncertainties that could cause Clovis Oncology’s actual results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the conditions affecting the capital markets, general economic, industry, or political conditions, and the satisfaction of customary closing conditions related to the proposed offering. Clovis Oncology undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the company in general, see Clovis Oncology’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and its other reports filed with the Securities and Exchange Commission.

 

Contacts:  
Anna Sussman   Breanna Burkart
303.625.5022   303.625.5023
asussman@clovisoncology.com   bburkart@clovisoncology.com

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