On November 24, 2020 Clovis Oncology, Inc. (NASDAQ: CLVS) reported that pursuant to the terms of that previously announced Exchange and Purchase Agreement, dated as of November 4, 2020, by and between Clovis Oncology and an existing holder of its securities named therein (the "Holder") relating to the offering of the Company’s new series of 4.50% Convertible Senior Notes due 2024 (the "New 2024 Notes"), such Holder has elected to exercise its option to purchase an additional $7.5 million aggregate principal amount of the New 2024 Notes on the same terms (Press release, Clovis Oncology, NOV 24, 2020, View Source [SID1234571658]). The settlement of the option is expected to occur on November 27, 2020, subject to customary closing conditions. Following the closing, there will be a total of $57.5 million aggregate principal amount of the New 2024 Notes outstanding.
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Clovis Oncology intends to use the net proceeds from the sale of the New 2024 Notes for general corporate purposes, including repayment, repurchase or refinance of its debt obligations, sales and marketing expenses associated with Rubraca (rucaparib), funding of its development programs, payment of milestones pursuant to its license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital.
The offer and sale of the New 2024 Notes and the shares of common stock issuable upon conversion of such New 2024 Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, the New 2024 Notes and any such shares may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New 2024 Notes or any other securities, nor will there be any sale of New 2024 Notes or any other 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 any such state or jurisdiction.