| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance
Sheet Arrangement of the Registrant
|
On November 27, 2020, Clovis Oncology, Inc. (the “Company”)
completed the sale of $7,500,000 aggregate principal amount of its
4.50% Convertible Senior Notes due 2024 (the “Additional Notes”) at
a purchase price of $1,000 per $1,000 principal amount of
Additional Notes. The Additional Notes were sold pursuant to the
terms of that certain Exchange and Purchase Agreement, dated as of
November 4, 2020, by and between the Company and the holder
named therein (the “Holder”) pursuant to the Holder’s exercise of
its option to purchase such notes, granted in connection with the
previously disclosed private offering of $50 million aggregate
principal amount of the Company’s 4.50% Convertible Senior Notes
due 2024 to the Holder (the “Initial Notes” and, together with the
Additional Notes, the “Notes”), which initial offering closed on
November 17, 2020. The Additional Notes have the same terms,
and were issued under the same Indenture, dated as of
November 17, 2020, 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 Reports on
Form 8-K filed with the
Securities and Exchange Commission on November 5, 2020 and
November 17, 2020 (the “Form 8-Ks”). The information set forth in
the Form 8-Ks are
incorporated herein by reference.
The Additional Notes were offered and sold pursuant to the
exemption provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, (the “Securities Act”). The offer and sale
of the Additional Notes and the shares of common stock issuable
upon conversion of the Additional Notes have not been registered
under the Securities Act or any state securities laws, and, unless
so registered, the Additional 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 Company intends to use the net proceeds from the sale of the
Additional Notes for general corporate purposes, including
repayment, repurchase or refinance of its debt obligations, sales
and marketing expenses associated with Rubraca® (rucaparib),
funding of its development programs, payment of milestones pursuant
to its license agreements, general and administrative expenses,
acquisition or licensing of additional product candidates or
businesses and working capital.
These descriptions of the Indenture and the Additional 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 Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 17, 2020 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 the Additional
Notes.
| Item 3.02. |
Unregistered Sales of Equity Securities
|
The information with respect to the Additional Notes and the
Indenture set forth in Item 2.03 of this Current Report on
Form 8-K is incorporated
herein by reference.
On November 24, 2020, the Company issued a press release
announcing the exercise by the Holder of its option to purchase the
Additional Notes. The press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
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