BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.
On August9, 2017, BeiGene,Ltd. (the “Company”) announced its financial results for the three and six months ended June30, 2017. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K.
The information set forth under this Item 2.02 in this Current Report on Form8-K and Exhibit99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Commencement of Underwritten Public Offering
On August9, 2017, the Company issued a press release announcing the commencement of an underwritten public offering of American Depositary Shares (“ADSs”) of the Company, each representing 13 ordinary shares, par value $0.0001 per share, to the Company’s effective shelf registration statement on FormS-3 (File No. 333-218301). The Company intends to offer and sell $125,000,000 of its ADSs, before underwriting discounts and commissions and estimated offering expenses. In addition, the Company also announced its intention to grant the underwriters a 30-day option to purchase up to an additional $18,750,000 of the ADSs, less underwriting discounts and commissions. A copy of the press release is attached hereto as Exhibit99.2 and incorporated herein by reference.
This Current Report on Form8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Business Updates
The Company is providing certain business updates in connection with the offering described above in the materials attached as Exhibits 99.3 and99.4 to this Current Report on Form8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo.
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Description
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99.1
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Press release entitled “BeiGene Reports Second Quarter 2017 Financial Results” issued by BeiGene,Ltd. on August9, 2017, furnished herewith
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99.2
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Press release entitled “BeiGene Announces Proposed Public Offering” issued by BeiGene,Ltd. on August9, 2017
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99.3
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BeiGene,Ltd. materials dated August2017
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99.4
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BeiGene,Ltd. materials dated August2017
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Forward Looking Statements
This Current Report on Form8-K and certain of the materials filed or furnished or filed herewith contain forward-looking information about the Company within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein and therein which do not describe historical facts, including, among others, statements relating to the Company’s expectations regarding the completion, timing and size of the public offering; the Company’s expectations with respect to granting the underwriters a 30-day option to purchase additional ADSs or the underwriters’ exercise of the same; and those statements in the materials filed or furnished herewith that are designated as “forward-looking statements” are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.
Such risks and uncertainties include, among others, (1)the possibility that the closing conditions will not be met and/or that the parties will be unable to consummate the proposed transaction on the anticipated terms or at all; (2)market conditions; (3)that the cost of the transaction to the Company will be more than planned; and (4)other risks identified in the Company’s U.S. Securities and Exchange Commission (“SEC”) filings, including its Annual Report on Form10-K for the year ended December31, 2016, its Quarterly Report on Form10-Q for the quarter ended June30, 2017 and subsequent filings with the SEC. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
BeiGene, Ltd. ExhibitEX-99.1 2 a17-19943_1ex99d1.htm EX-99.1 Exhibit 99.1 BeiGene Reports Second Quarter 2017 Financial Results CAMBRIDGE,…To view the full exhibit click here
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.