Clovis Oncology, Inc. (NASDAQ:CLVS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June20, 2017, Clovis Oncology, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with J.P.
Morgan Securities LLC, as representative of the several
underwriters named therein (the Underwriters), relating to the
issuance and sale of 3,409,091 shares of common stock, par value
$0.001 per share, of the Company. The offering price to the
public was $88.00 per share, and the Underwriters agreed to
purchase the shares from the Company to the Underwriting
Agreement at a price of $82.94 per share. In addition, under the
terms of the Underwriting Agreement, the Company granted the
Underwriters an option, exercisable for 30days, to purchase up to
an additional 511,363 shares of common stock. On June21, 2017,
the Underwriters exercised their option to purchase the
additional shares in full.

The Underwriting Agreement contains customary representations,
warranties, covenants, and agreements by the Company,
indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties, and covenants
contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties.
The offering closed on June26, 2017.

The net proceeds to the Company from the offering were
approximately $324.4 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company.

The offering was made to the Companys effective registration
statement on Form S-3 (File No.333-215400), previously filed with
the Securities and Exchange Commission, and the prospectus
supplement thereunder.

The Underwriting Agreement is filed as Exhibit 1.1 to this
report, and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such
exhibit.

A copy of the opinion of Willkie Farr Gallagher LLP relating to
the legality of the issuance and sale of the shares is attached
as Exhibit5.1 hereto.

On June19, 2017, the Company issued a press release announcing
the commencement of the offering. On June20, 2017, the Company
issued a press release announcing the pricing of the offering. On
June21, 2017 the Company issued a press release announcing the
Underwriters exercise of their option to purchase additional
shares. The press releases are attached as Exhibits99.1, 99.2 and
99.3 hereto, respectively, and are incorporated herein by
reference.

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Clovis Oncology, Inc. Exhibit
EX-1.1 2 d408101dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 CLOVIS ONCOLOGY,…
To view the full exhibit click here
About Clovis Oncology, Inc. (NASDAQ:CLVS)

Clovis Oncology, Inc. is a biopharmaceutical company focused on acquiring, developing and commercializing anti-cancer agents in the United States, Europe and other international markets. The Company is developing approximately three product candidates: Rociletinib, Rucaparib and Lucitanib. Rociletinib is an oral epidermal growth factor receptor (EGFR), mutant-selective covalent inhibitor that is under review with the United States and European regulatory authorities for the treatment of non-small cell lung cancer (NSCLC) in patients with activating EGFR mutations, as well as the resistance mutation, T790M. Rucaparib is an oral inhibitor of poly (ADP-ribose) polymerase (PARP) that is in advanced clinical development for the treatment of ovarian cancer. Lucitanib is an oral inhibitor of the tyrosine kinase activity of vascular endothelial growth factor receptors 1-3 (VEGFR1-3) and platelet-derived growth factor receptors alpha and beta (PDGFR a/b).