BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Results of Operations and Financial Condition

ME Staff 8-k

7 years ago

BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.

On January16, 2018, BeiGene,Ltd. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to Rule424(b)(5)under the Securities Act of 1933, as amended (the “Securities Act”), relating to a proposed underwritten public offering (the “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 disclosed in the Preliminary Prospectus Supplement for the Offering that it expects that, as of December31, 2017, the Company’s cash and cash equivalents and short-term investments were between $835 million and $840 million. The Company’s independent registered public accountants have not audited, reviewed or performed any procedures with respect to this financial data and accordingly do not express an opinion or any other form of assurance with respect thereto. This amount could change as a result of further review.

The information in Item 2.02 of this Current Report on Form8-K 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 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 January16, 2018, the Company issued a press release announcing the commencement of the Offering. The Company intends to offer and sell $650million 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 $50million of the ADSs at the public offering price, less underwriting discounts and commissions. A copy of the press release is attached hereto as Exhibit99.1 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 Preliminary Prospectus Supplement for the Offering contains an updated description of certain aspects of the Company’s business as well as updated Company risk factor disclosure. Accordingly, the Company is filing this information for the purpose of supplementing and updating the business and risk factor disclosures contained in its prior public filings. The updated disclosures are filed herewith as Exhibit99.2 to this Current Report on Form8-K and are incorporated herein by reference.

The Company is providing a presentation to prospective investors in the Offering. A copy of the presentation is attached as Exhibit99.3 to this Current Report on Form8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description
99.1	Press release entitled “BeiGene Announces Proposed Public Offering” issued by BeiGene,Ltd. on January16, 2018
99.2	Updated Company Disclosure
99.3	BeiGene,Ltd. presentation dated January16, 2018

Forward Looking Statements

This Current Report on Form8-K and certain of the materials filed or furnished 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 its cash and cash equivalents and short-term investments as of December31, 2017; the Company’s expectations regarding the completion, timing and size of the 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 statements in the materials filed herewith identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions 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 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 September30, 2017 and subsequent filings with the SEC, including this Current Report on Form8-K. 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 a18-3293_1ex99d1.htm EX-99.1 Exhibit 99.1 BeiGene Announces Proposed Public Offering 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.