Myovant Sciences Ltd. (NYSE:MYOV) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03
As previously disclosed, on October16, 2017, Myovant Sciences Ltd. (the “Company”) and its wholly-owned subsidiaries, Myovant Holdings Limited (“MHL”), Myovant Sciences GmbH (“MSG”), Myovant Sciences,Inc. (“MSI”) and Myovant Sciences Ireland Limited (“MSIL”, together with MHL, MSG and MSI, the “Guarantors” and the Guarantors and the Company, collectively, the “Loan Parties”), entered into a Loan and Security Agreement (the “Hercules Loan Agreement”) with the lenders from time to time party thereto (the “Lenders”) and Hercules Capital, Inc., as agent for itself and the Lenders (“Hercules”).
On March26, 2018, an additional $15million of our financing commitments fromHercules and the Lenders was funded (the “March Term Loan”), to the terms and conditions of the Hercules Loan Agreement, so that the total principal amount of the term loan outstanding under the Hercules Loan Agreement is $40million. No additional amounts are available to us under the Hercules Loan Agreement. We incorporate by reference the description of the Hercules Loan Agreement included in our Current Report on Form 8-K filed on October16, 2017, as if fully set forth in this Form 8-K.
The description of the Hercules Loan Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Hercules Loan Agreement filed as exhibit 10.1 to the Company’s Quarterly Report on Form10-Q for the quarter ending December31, 2017, filed on February13, 2018.
| Item 2.03 | Unregistered Sales of Equity Securities. |
In connection with the March Term Loan, the Company issued to Hercules a warrant (the “Warrant”) to purchase a number of the Company’s common shares equal to 3% of the principal amount of the March Term Loan divided by the exercise price, which was based on the lowest three day volume-weighted average price for the three consecutive trading days prior to the funding date for the March Term Loan. The Warrant may be exercised on a cashless basis, and is immediately exercisable through the seventh anniversary of the applicable funding date. The number of common shares for which the Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Warrant. In connection with the March Term Loan, the Company issued a Warrant to Hercules, exercisable for an aggregate of 23,910 of the Company’s common shares at an exercise price of $18.82 per share.
The description of the Warrant contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Warrant filed as Exhibit4.1 attached hereto.
Neither the Company nor Hercules engaged any investment advisors with respect to the issuance of the Warrant and no finders’ fees were paid to any party in connection therewith. The issuance of the Warrant was made in reliance on the exemption from registration contained in Section4(a)(2)of the Securities Act and Rule506(b)of Regulation D thereunder.
| Item 2.03 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March28, 2018, the Compensation Committee of the Company’s Board of Directors made annual compensation decisions with respect to the Company’s executive officers, including annual base salaries and target bonus opportunities for Lynn Seely, M.D., the Company’s Principal Executive Officer, and Frank Karbe, the Company’s Principal Financial and Accounting Officer, based on benchmarking
analysis conducted by the Compensation Committee’s independent consultant. Effective April1, 2018, Dr.Seely’s annual base salary will be $557,000 and her annual target bonus will be 60% of her base salary, and Mr.Karbe’s annual base salary will be $410,000 and his annual target bonus will be 50% of his base salary.
| Item 2.03 | Financial Statements and Exhibits. |
(d)Exhibits.
Myovant Sciences Ltd. ExhibitEX-4.1 2 d539276dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
About Myovant Sciences Ltd. (NYSE:MYOV)
Myovant Sciences Ltd. is a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for women’s health diseases and other endocrine-related disorders. Its main product candidate is Relugolix. Relugolix is an oral, once-daily, small molecule that acts as a gonadotropin-releasing hormone (GnRH) receptor antagonist that binds to and inhibits receptors in the anterior pituitary gland. Inhibition of GnRH receptors decreases the release of the gonadotropins, luteinizing hormone, or LH, and follicle-stimulating hormone, or FSH, thereby decreasing the down-stream production of estrogen and progesterone by the ovaries in women and testosterone by the testes in men. It is advancing relugolix for the treatment of heavy menstrual bleeding associated with uterine fibroids, endometriosis-associated pain and prostate cancer. It intends to develop its second product candidate, RVT-602, for the treatment of female infertility as part of assisted reproduction.