Item 1.01 – Entry into a Material Definitive Agreement.
On October 30, 2020, Sesen Bio, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Open Market Sale AgreementSM, dated November 29, 2019 (the “Sale Agreement”) with Jefferies LLC, as sales agent (“Jefferies”). The Amendment revised the Sale Agreement to reflect that the Company may issue and sell shares of its common stock, par value $0.001 per share (the “Common Stock”), from time to time for an aggregate sales price of up to an additional $50.0 million through Jefferies. As a result, the Company has approximately $58.5 million in remaining capacity under the Sale Agreement, as amended.
This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The Common Stock to be sold under the Sale Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-223750), previously filed with the Securities and Exchange Commission (“SEC”) on March 19, 2018, and subsequently amended on May 16, 2018, and declared effective by the SEC on June 8, 2018. On October 30, 2020, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the SEC in connection with the offer and sale of the Common Stock pursuant to the Sale Agreement, as amended by the Amendment. The Prospectus Supplement supersedes, and the Company has ceased the use of and the offering of shares of Common Stock under the Company’s prior prospectus supplement dated November 29, 2019. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock nor shall there be any sale of the Common Stock 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 other jurisdiction.
The legal opinion of Hogan Lovells US LLP relating to the legality of the issuance and sale of the Common Stock is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.02 – Results of Operations and Financial Condition.
As of September 30, 2020, the Company had cash and cash equivalents of approximately $42.0 million. This amount of cash and cash equivalents is preliminary, subject to adjustment and based solely upon information available to the Company as of the date hereof. This amount of cash and cash equivalents is not a comprehensive statement of the Company’s results of operations, liquidity or financial condition as of September 30, 2020, including with respect to the Company’s liabilities as of September 30, 2020, and has not been audited or reviewed by the Company’s independent registered public accounting firm. Accordingly, undue reliance should not be placed on this information, and it should be viewed in the context of all other available information regarding the Company’s results of operations, liquidity and financial condition.