BEIGENE, LTD. (NASDAQ:BGNE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01Entry into a Material Definitive Agreement.
On November16, 2016, BeiGene,Ltd. (the “Company”) entered into
an additional registration rights agreement (the “Registration
Rights Agreement”) with 667,L.P., Baker Brothers Life
Sciences,L.P. and 14159,L.P. (collectively, the “Baker
Entities”), Hillhouse BGN Holdings Limited, Gaoling Fund,L.P.
and YHG Investment,L.P. (collectively, the “Hillhouse
Entities”) (each an “Investor” and collectively, the
“Investors”), all of which are existing shareholders of the
Company. The Baker Entities are affiliated with two of the
Company’s directors, Michael Goller and Ranjeev Krishana. The
Hillhouse Entities are affiliated with one of the Company’s
directors, Michael Yi. The Registration Rights Agreement provides
that, subject to certain limitations, if at any time and from
time to time after April1, 2017, the Investors demand that we
register the Company’s ordinary shares, par value US$0.0001 per
share and any other securities of the Company held by the
Investors at the time any such demand is made on a Registration
Statement on FormS-3 for resale under the Securities Act of 1933,
as amended (the “Securities Act”), we would be obligated to
effect such registration. Our registration obligations under the
Registration Rights Agreement will continue in effect for up to
four years, and include our obligation to facilitate certain
underwritten public offerings of our ordinary shares or American
Depositary Shares by the Investors in the future. The
Registration Rights Agreement also requires the Company to pay
expenses relating to such registrations and indemnify the
Investors against certain liabilities.
The foregoing summary description of the Registration Rights
Agreement does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Registration
Rights Agreement, a copy of which is filed as Exhibit4.1 to this
Current Report on Form8-K, and which is incorporated herein by
reference.
Item5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November16, 2016, upon recommendation of the Compensation
Committee, the Board of Directors of the Company approved an
annual base salary and target annual bonus for Mr.John V. Oyler,
Chief Executive Officer and Chairman, in the amount of $590,000
and $320,000, respectively.
Item8.01Other Events.
On November16, 2016, upon recommendation of the Compensation
Committee, the Board of Directors of the Company adopted and
approved the Company’s Independent Director Compensation Policy
(the “Policy”). A copy of the Policy is filed as Exhibit10.1 to
this Current Report on Form8-K, and which is incorporated herein
by reference.
Item9.01Financial Statements and Exhibits.
- (d)
- Exhibits.
| Exhibit No. | Description | ||
|---|---|---|---|
| 4.1 |
Registration Rights Agreement dated November16, 2016 between the Company and the Investors named therein |
||
| 10.1 | Independent Director Compensation Policy | ||
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.
| BEIGENE,LTD. | ||||
| Date: November17, 2016 | By: |
/s/HOWARD LIANG Name: Howard Liang Title: Chief Financial Officer and Chief Strategy Officer |
||
Exhibit Index
| Exhibit No. | Description | ||
|---|---|---|---|
| 4.1 |
Registration Rights Agreement dated November16, 2016 between the Company and the Investors named therein |
||
| 10.1 | Independent Director Compensation Policy | ||
QuickLinks
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. Item 8.01 Other Events. Item
9.01 Financial Statements and Exhibits.
About BEIGENE, LTD. (NASDAQ:BGNE)
BeiGene, Ltd. is a biopharmaceutical company. The Company is engaged in the discovery and development of molecularly targeted and immuno-oncology drugs for the treatment of cancer. It is developing its product candidate, BGB-3111, a potent and selective small molecule Bruton’s tyrosine kinase (BTK) inhibitor, as a monotherapy and in combination with other therapies for the treatment of a range of lymphomas. It is developing its product candidate, BGB-A317, a humanized monoclonal antibody against the immune checkpoint receptor programmed cell death protein 1 (PD-1), as a monotherapy and as a combination agent for various solid-organ and blood-borne cancers. It is developing BGB-290, a molecularly targeted, orally available, potent and selective inhibitor of poly ADP ribose polymerase 1 (PARP1) and PARP2, as a monotherapy and in combination with other therapies for the treatment of homologous recombination deficient cancers. It is also developing BGB-283 for the treatment of cancers. BEIGENE, LTD. (NASDAQ:BGNE) Recent Trading Information
BEIGENE, LTD. (NASDAQ:BGNE) closed its last trading session up +0.59 at 36.90 with 60,375 shares trading hands.