CLVS Clovis Oncology Inc

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.