UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________________
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2015
Commission File Number: 001-36596
___________________
Trillium Therapeutics Inc.
(Translation of registrant's name into English)
96 Skyway Avenue
Toronto, Ontario M9W 4Y9
Canada
(Address of principal executive offices)
___________________
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
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, thereunto duly authorized.
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Trillium Therapeutics Inc.
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| Date: April 28, 2015 |
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By: |
/s/
James Parsons |
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Name: |
James Parsons |
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Title: |
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Trillium
Therapeutics Inc., (formerly Stem Cell Therapeutics Corp.) (the
“Corporation”) or (“TTI”)
96 Skyway Avenue
Toronto,
Ontario M9W 4Y9
Item 2. Date of Material Change
March 30 and April
1, 2015
Item 3. News Release
The news releases were
disseminated through the services of GlobeNewswire on March 30 and April 1,
2015.
Item 4. Summary of Material Change
The Company is
offering to sell US $50,000,000 of common shares and preferred shares in an
underwritten public offering. The offering is being made pursuant to a
registration statement on Form F-1 that has been filed with the U.S. Securities
and Exchange Commission but had not become effective. On April 1, 2015, the
Company priced the offering of 1,522,935 common shares and 1,077,605 non-voting
convertible preferred shares at a price of US$19.50 per share for aggregate
gross proceeds of US$50.7 million before deducting underwriting discounts and
commissions and other offering expenses.
Item 5.1. Full Description of Material Change
See
attached press releases as Schedule A and B.
Item 5.2. Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument
51-102
Not applicable.
Item 7. Omitted Information
No information has been
omitted from this material change report on the basis that it is confidential.
Item 8. Executive Officer
James Parsons, Chief
Financial Officer
Tel: (416) 595-0627
Email:
james@trilliumtherapeutics.com
Item. 9 Date of Report
April 2, 2015
Schedule “A”
| FOR IMMEDIATE RELEASE |
NASDAQ:TRIL |
| |
TSX: TR |
TRILLIUM THERAPEUTICS ANNOUNCES PROPOSED PUBLIC OFFERING OF
SECURITIES
Toronto, Ontario, March 30, 2015 – Trillium Therapeutics
Inc. (Nasdaq:TRIL; TSX: TR) an immuno-oncology company developing innovative
therapies for the treatment of cancer, today announced that it is offering to
sell US$50,000,000 of common shares and preferred shares in an underwritten
public offering. The preferred shares are being offered to certain of Trillium’s
existing shareholders whose purchase of common shares in this offering may
result in such shareholder, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of Trillium’s outstanding common
shares following the consummation of this offering. Trillium also expects to
grant the underwriters a 30-day option to purchase up to an additional 15% of
the total number of common shares to be sold in this offering.
All of the shares in the offering are to be sold by Trillium,
with net proceeds to be used to develop product candidates as well as for
working capital and general corporate purposes. The offering is subject to
market conditions, and there can be no assurances as to whether or when the
offering may be completed, or as to the actual size or terms of the offering.
Leerink Partners LLC and Cowen and Company, LLC are acting as
joint book-runners for the offering. Oppenheimer & Co. Inc. is acting as
co-manager in the offering.
The offering is being made pursuant to a registration statement
on Form F-1 that has been filed with the U.S. Securities and Exchange Commission
but has not yet become effective. These securities may not be sold nor may
offers to buy them be accepted prior to the time the registration statement
becomes effective. The registration statement, including the preliminary
prospectus relating to the offering, is available on the SEC's website at
http://www.sec.gov. When available, copies of the preliminary prospectus
relating to these securities may be obtained from: Leerink Partners LLC;
Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA
02110, or via telephone at (800) 808-7525 ext. 6142, or by email at
syndicate@leerink.com; or from Cowen and Company, LLC, c/o Broadridge Financial
Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, or by
phone 631- 274-2806 / fax 631-254-7140.
This offering is restricted to persons who are not residents of
Canada. Investors in the offered securities may not resell the purchased
securities, directly or indirectly, to any resident of Canada or (in the case of
the common shares) over the Toronto Stock Exchange or otherwise in Canada for a
period of 90 days following the completion of this offering. Each investor will
be deemed to agree to the above and to represent that it is not a resident of
Canada upon acceptance of delivery of the purchased securities by the investor
or its dealer or other representative.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will there be any
sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale is not permitted.
Forward-Looking Statements and Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws in
United States and Canada, respectively, which reflect Trillium's current
expectation regarding future events (collectively, “forward-looking statement”).
Forward-looking statements in this press release include statements about the
conduct and completion of the offering, the offering size and the use of
proceeds therefrom. These forward-looking statements involve risks and
uncertainties that may cause actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. Such risks and uncertainties are
described in Trillium’s ongoing quarterly and annual reporting. With respect to
the forward-looking statements contained in this press release, Trillium has
made numerous assumptions regarding, among other things: regulatory approval of
the financing; stability of economic and market conditions; and the level of
demand for Trilliums’ securities. While Trillium considers these assumptions to
be reasonable, these assumptions are inherently subject to significant business,
economic, competitive, market and social uncertainties and contingencies. Except
as required by applicable securities laws, Trillium undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Neither TSX nor its Regulation Services Provider (as that term
is defined in the policies of the TSX) accepts responsibility for the adequacy
or accuracy of this release.
Contact:
Trillium Therapeutics Inc.
James
Parsons
Chief Financial Officer
+1 416 595 0627 x232
james@trilliumtherapeutics.com
www.trilliumtherapeutics.com
Schedule “B”
| FOR IMMEDIATE RELEASE |
NASDAQ:TRIL |
| |
TSX: TR |
TRILLIUM THERAPEUTICS ANNOUNCES PRICING OF PUBLIC OFFERING OF
SECURITIES
Toronto, Ontario, April 1, 2015 – Trillium Therapeutics Inc.
(Nasdaq:TRIL; TSX: TR) an immuno-oncology company developing innovative
therapies for the treatment of cancer, today announced that it has priced an
underwritten public offering of 1,522,395 common shares and 1,077,605 non-voting
convertible preferred shares at a price of US$19.50 per share for aggregate
gross proceeds of US$50.7 million before deducting underwriting discounts and
commissions and other offering expenses.
Trillium has also granted the underwriters a 30-day option to
purchase up to an additional 228,359 common shares, which, if exercised, would
result in additional gross proceeds of approximately US$4.45 million. The
offering is expected to close on or about April 7, 2015, subject to the
satisfaction of customary closing conditions.
All of the shares in the offering are to be sold by Trillium,
with net proceeds to be used to develop product candidates as well as for
working capital and general corporate purposes.
Leerink Partners LLC and Cowen and Company, LLC are acting as
joint book-runners for the offering. Oppenheimer & Co. Inc. is acting as
co-manager in the offering.
The offering is being made pursuant to a registration statement
on Form F-1 that has been filed with the U.S. Securities and Exchange Commission
and has become effective. The offering is being made only by means of a
prospectus. When available, copies of the prospectus relating to these
securities may be obtained from: Leerink Partners LLC; Attention: Syndicate
Department, One Federal Street, 37th Floor, Boston, MA 02110, or via telephone
at (800) 808-7525 ext. 6142, or by email at syndicate@leerink.com; or from Cowen
and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, or by
phone 631- 274-2806 / fax 631-254-7140.
This offering is restricted to persons who are not residents of
Canada. Investors in the offered securities may not resell the purchased
securities, directly or indirectly, to any resident of Canada or (in the case of
the common shares) over the Toronto Stock Exchange or otherwise in Canada for a
period of 90 days following the completion of this offering. Each investor will
be deemed to agree to the above and to represent that it is not a resident of
Canada upon acceptance of delivery of the purchased securities by the investor
or its dealer or other representative.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will there be any
sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale is not permitted.
Forward-Looking Statements and Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws in
United States and Canada, respectively, which reflect Trillium's current
expectation regarding future events (collectively, “forward-looking statement”).
Forward-looking statements in this press release include statements about the
conduct and completion of the offering, the offering size and the use of
proceeds therefrom. These forward-looking statements involve risks and
uncertainties that may cause actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. Such risks and uncertainties are
described in Trillium’s ongoing quarterly and annual reporting. With respect to
the forward-looking statements contained in this press release, Trillium has
made numerous assumptions regarding, among other things: regulatory approval of
the financing; stability of economic and market conditions; and the level of
demand for Trilliums’ securities. While Trillium considers these assumptions to
be reasonable, these assumptions are inherently subject to significant business,
economic, competitive, market and social uncertainties and contingencies. Except
as required by applicable securities laws, Trillium undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Neither TSX nor its Regulation Services Provider (as that term
is defined in the policies of the TSX) accepts responsibility for the adequacy
or accuracy of this release.
Contact:
Trillium Therapeutics Inc.
James
Parsons
Chief Financial Officer
+1 416 595 0627 x232
james@trilliumtherapeutics.com
www.trilliumtherapeutics.com
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Trillium
Therapeutics Inc. (the “Corporation”)
96 Skyway Avenue
Toronto,
Ontario M9W 4Y9
Item 2. Date of Material Change
April 7, 2015
Item 3. News Release
The news release was
disseminated through the services of GlobeNewswire on April 7, 2015.
Item 4. Summary of Material Change
The Company
announced that it has completed its previously announced underwritten public
offering of common shares and non-voting convertible preferred shares. In the
offering, Trillium sold 1,750,754 common shares and 1,077,605 Series II
Non-Voting Convertible First Preferred Shares at a price of US$19.50 per share,
including 228,359 common shares sold pursuant to the full exercise of the
underwriters’ option to purchase additional common shares. The gross proceeds to
Trillium from this offering, before deducting underwriting discounts and
commissions and other offering expenses payable by Trillium, were approximately
US$55.2 million.
Item 5.1. Full Description of Material Change
See
attached press release as Schedule A.
Item 5.2. Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument
51-102
Not applicable.
Item 7. Omitted Information
No information has been
omitted from this material change report on the basis that it is confidential.
Item 8. Executive Officer
James Parsons
Chief
Financial Officer
Tel: (416) 595-0627
Email:
james@trilliumtherapeutics.com
Item. 9 Date of Report
April 14, 2015
Schedule “A”
| FOR IMMEDIATE RELEASE |
NASDAQ:TRIL |
| |
TSX: TR |
TRILLIUM THERAPEUTICS ANNOUNCES COMPLETION OF PUBLIC OFFERING
OF SECURITIES
Toronto, Ontario, April 7, 2015 – Trillium Therapeutics Inc.
(Nasdaq:TRIL; TSX: TR) an immuno-oncology company developing innovative
therapies for the treatment of cancer, today announced that it has completed its
previously announced underwritten public offering of common shares and
non-voting convertible preferred shares. In the offering, Trillium sold
1,750,754 common shares and 1,077,605 Series II Non-Voting Convertible First
Preferred Shares at a price of US$19.50 per share, including 228,359 common
shares sold pursuant to the full exercise of the underwriters’ option to
purchase additional common shares. The gross proceeds to Trillium from this
offering, before deducting underwriting discounts and commissions and other
offering expenses payable by Trillium, were approximately US$55.2 million.
All of the shares in the offering were sold by Trillium, with
net proceeds to be used to develop product candidates as well as for working
capital and general corporate purposes.
The Series II Preferred Shares sold in the offering are
non-voting and are convertible into common shares, on a one-for-one basis
(subject to adjustment), at any time at the option of the holder, subject to
certain restrictions on conversion. Holders may not convert Series II Preferred
Shares into common shares if, after giving effect to the exercise of conversion,
the holder and its joint actors would have beneficial ownership or direction or
control over common shares in excess of 4.99% of the then outstanding common
shares. This limit may be raised at the option of the holder on 61 days prior
written notice: (i) up to 9.99%, (ii) up to 19.99%, subject to clearance of a
personal information form submitted by the holder to the Toronto Stock Exchange,
and (iii) above 19.99%, subject to approval by the Toronto Stock Exchange and
shareholder approval.
Leerink Partners LLC and Cowen and Company, LLC were joint
book-runners for the offering. Oppenheimer & Co. Inc. was co-manager in the
offering.
The offering was made pursuant to an effective registration
statement on Form F-1 that was filed with the U.S. Securities and Exchange
Commission. The offering was made only by means of a prospectus. Copies of the
prospectus relating to these securities may be obtained from: Leerink Partners
LLC; Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or via telephone at (800)
808-7525 ext. 6142, or by email at syndicate@leerink.com; or from Cowen and
Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue,
Edgewood, NY, 11717, Attn: Prospectus Department, or by phone 631- 274-2806 /
fax 631-254-7140.
This offering was restricted to persons who are not residents
of Canada. Investors in the offered securities may not resell the purchased
securities, directly or indirectly, to any resident of Canada or (in the case of
the common shares) over the Toronto Stock Exchange or otherwise in Canada for a
period of 90 days following the completion of this offering. Each investor was
deemed to agree to the above and to have represented that it is not a resident
of Canada upon acceptance of delivery of the purchased securities by the
investor or its dealer or other representative.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will there be any
sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale is not permitted.
Forward-Looking Statements and Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws in
the United States and Canada, respectively, which reflect Trillium's current
expectation regarding future events (collectively, “forward-looking
statements”). Forward-looking statements in this press release include
statements about the use of proceeds from the offering. These forward-looking
statements involve risks and uncertainties that may cause actual results, events
or developments to be materially different from any future results, events or
developments expressed or implied by such forward-looking statements. Such risks
and uncertainties are described in Trillium’s ongoing quarterly and annual
reporting. With respect to the forward-looking statements contained in this
press release, Trillium has made numerous assumptions regarding, among other
things, the stability of economic and market conditions. While Trillium
considers these assumptions to be reasonable, these assumptions are inherently
subject to significant business, economic, competitive, market and social
uncertainties and contingencies. Except as required by applicable securities
laws, Trillium undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Neither TSX nor its Regulation Services Provider (as that term
is defined in the policies of the TSX) accepts responsibility for the adequacy
or accuracy of this release.
Contact:
Trillium Therapeutics Inc.
James
Parsons
Chief Financial Officer
+1 416 595 0627 x232
james@trilliumtherapeutics.com
www.trilliumtherapeutics.com
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