Current Report Filing (8-k)
July 01 2019 - 5:30PM
Edgar (US Regulatory)
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): July 1, 2019
Clovis Oncology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35347
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90-0475355
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5500 Flatiron Parkway, Suite 100
Boulder, Colorado
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80301
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock par Value $0.001 per Share
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CLVS
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The NASDAQ Global Select Market
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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).
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Emerging growth company
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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.
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Item 3.02
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Unregistered Sales of Equity Securities.
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On July 1, 2019, Clovis Oncology, Inc. (the Company) issued 1,482,058 shares of common stock of the Company (the Settlement
Shares) to Antipodean Domestic Partners, L.P. (Antipodean) pursuant to the previously disclosed Settlement Agreement with Antipodean. The Settlement Shares were issued in a transaction exempt from the registration requirements of
the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(a)(2) of the Securities Act.
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.
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CLOVIS ONCOLOGY, INC.
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July 1, 2019
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By:
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/s/ Paul Gross
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Name:
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Paul Gross
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Title:
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Executive Vice President, General Counsel and Chief Compliance Officer
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