Current Report Filing (8-k)

Date : 08/23/2019 @ 8:37PM
Source : Edgar (US Regulatory)
Stock : Clovis Oncology Inc (CLVS)
Quote : 9.61  0.75 (8.47%) @ 5:00AM
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Current Report Filing (8-k)

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










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)







(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


5500 Flatiron Parkway, Suite 100

Boulder, Colorado



(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





Name of each exchange

on which registered

Common Stock par value $0.001 per share




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:




Press Release, dated August 22, 2019




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

- 2 -


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





/s/ Paul Gross



Paul Gross



Executive Vice President, General

Counsel and Chief Compliance Officer

- 3 -

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