Entry into a Material Definitive Agreement
On January 31, 2020, Sierra Oncology, Inc. (the
“Company”) entered into a security purchase agreement
(the “SPA”) with Gilead Sciences, Inc.
(“Gilead”), pursuant to which the Company agreed to
(i) issue to Gilead 725,283 shares (the
“Shares”) of the Company’s common stock (the
“Common Stock”) and (ii) issue a warrant (the
“Warrant”) to purchase up to 725,283 shares of Common
Stock (the “Warrant Shares”), with an exercise price
equal to $13.20 per share, in consideration of the Company’s and
Gilead’s agreement to amend that certain Asset Purchase Agreement
dated August 20, 2018, as set forth in the Amendment to the
Asset Purchase Agreement dated October 28, 2019.
The Warrant contains customary provisions allowing for adjustment
to the exercise price and number of Warrant Shares issuable
including in the event of any stock split, reverse stock split,
stock dividend, other dividend or distribution of assets,
recapitalization or similar transaction as described in the
Warrant. In addition, subject to limited exceptions, Gilead will
not have the right to exercise its Warrant to the extent that,
after giving effect to such exercise, it, together with any
affiliates, would beneficially own in excess of 9.99% of the number
of shares of the Common Stock outstanding immediately after giving
effect to such exercise, which percentage may be increased or
decreased, from time to time, at Gilead’s election upon 61 days’
notice to the Company. The Warrant is exercisable from any time
after the date of issuance, which was January 31, 2020, until
its expiration on January 31, 2025.
The Shares, the Warrant, and Warrant Shares have not been
registered under the Securities Act of 1933, as amended (the
“1933 Act”) and were issued in a private placement
pursuant to Section 4(a)(2) of the 1933 Act.
Pursuant to the SPA, upon the request of Gilead, the Company will
register the resale of the Shares and Warrant Shares.
As previously stated in a Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 13, 2019, a copy of the
Amendment to the Asset Purchase Agreement will be filed with the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019.
The foregoing summaries of the SPA and the Warrant do not purport
to be complete and are subject to and qualified in their entirety
by the terms of the SPA and the Warrant, copies of which are
attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
are incorporated by reference herein.
Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Current Report on Form
8-K regarding the issuance
of the Shares, the Warrant and Warrant Shares issuable upon
exercise of the Warrants are incorporated by reference into this
Financial Statements and Exhibits.