On March 4, 2020, Curis, Inc. (the "Company"), reported that it has entered into a Capital on Demand Sales Agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC ("JonesTrading") to sell from time to time up to $30,000,000 of the Company’s common stock, par value $0.01 per share (the "Shares"), through an "at the market offering" program (the "Offering") under which JonesTrading will act as sales agent (Filing, 8-K, Curis, MAR 4, 2020, View Source [SID1234555274]).

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Sales Agreement Summary

The following is a summary of the Sales Agreement. This summary is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1.

In accordance with the terms of the Sales Agreement, upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, JonesTrading may sell the Shares by any method deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made through the Nasdaq Global Market, on any other existing trading market for the Common Stock or to or through a market maker. In addition, with the Company’s prior written approval, JonesTrading may also sell the Shares in privately negotiated transactions.

JonesTrading will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market to sell on the Company’s behalf all of the shares requested to be sold by the Company.

The Company has no obligation to sell any of the Shares under the Sales Agreement. Either the Company or JonesTrading may at any time suspend solicitations and offers under the Sales Agreement upon notice to the other party.

The aggregate compensation payable to JonesTrading shall be equal to 3% of the gross proceeds from sales of the Shares sold by JonesTrading pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse a portion of the expenses of JonesTrading in connection with the offering up to a maximum of $30,000.

The Sales Agreement contains customary representations and warranties, covenants of each party, and conditions to the sale of any Shares by JonesTrading thereunder. Additionally, each party has agreed in the Sales Agreement to provide indemnification and contribution against certain liabilities, including liabilities under the Securities Act, subject to the terms of the Sales Agreement.

The Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all of the Shares through JonesTrading on the terms and conditions set forth therein, or (ii) termination of the Sales Agreement as permitted therein. JonesTrading may terminate the Sales Agreement at any time in specified circumstances, including: in connection with the occurrence of a material adverse change with respect to the Company that, in JonesTrading’s reasonable judgment, may materially impair its ability to sell the Shares; due to the Company’s inability, refusal or failure to perform specified conditions of the Sales Agreement, subject, in certain circumstances, to the Company’s right to cure within a period of 30 days; if any other condition to JonesTrading’s obligations is not fulfilled; or any suspension of trading in the Shares or in securities generally on the Nasdaq Global Market shall have occurred. The Company and JonesTrading each has the right to terminate the Sales Agreement in its sole discretion at any time upon five days’ notice.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is filed herewith as Exhibit 5.1.

The Shares to be sold under the Sales Agreement, if any, may be issued and sold pursuant to the universal shelf Registration Statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the "SEC") which became effective on May 17, 2018 (File No. 333-224627). The Company has also filed with the SEC a prospectus supplement, dated March 6, 2020, relating to the Offering (the "Prospectus Supplement") and offerings of Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

On March 4, 2020 BridgeBio Pharma, Inc. (Nasdaq: BBIO) (the "Company," "we" or "BridgeBio") reported that it intends to offer, subject to market conditions and other factors, $350 million aggregate principal amount of convertible senior notes due 2027 (the "notes") in a private offering (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") (Press release, BridgeBio, MAR 4, 2020, View Source [SID1234555266]). In connection with the offering, the Company expects to grant the initial purchasers an option to purchase up to an additional $52.5 million aggregate principal amount of notes.

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The final terms of the notes, including the initial conversion rate, interest rate and certain other terms, will be determined at the time of pricing. The notes will bear interest semi-annually and will mature on March 15, 2027, unless earlier converted or repurchased in accordance with their terms. Prior to December 15, 2026, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. Thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, with the form of consideration determined at the Company’s election. Holders of the notes will have the right to require the Company to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events.

When issued, the notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

In connection with the pricing of the notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates or other financial institutions (the "option counterparties"). These capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction of potential dilution and/or offset of cash payments subject to a cap.

The Company has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock concurrently with or shortly after the pricing of the notes and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to maturity of the notes (and are likely to do so following any conversion of the notes or any repurchase of the notes by the Company on any fundamental change repurchase date, in each case, if the Company exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares of the Company’s common stock, if any, and value of the consideration that holders will receive upon conversion of the notes.

Further, if any such capped call transactions fail to become effective, whether or not the offering of notes is completed, the option counterparties or their respective affiliates may unwind their hedge positions with respect to the Company’s common stock, which could adversely affect the value of the Company’s common stock and, if the notes have been issued, the value of the notes.

The Company intends to use a portion of the net proceeds from the offering of the notes to pay the cost of the capped call transactions, and up to $75 million of the net proceeds to repurchase shares of its common stock and one or more existing stockholders of the Company may purchase shares of the Company’s common stock (in addition to, or in lieu of, all or a portion of such amount repurchased by the Company), in each case, from certain purchasers of the notes in privately negotiated transactions effected through one or more of the initial purchasers or an affiliate thereof concurrently with the pricing of the notes (such transactions, the "share purchases"). The Company intends to use the remainder of the net proceeds for working capital and other general corporate purposes, including for our commercial organization and launch preparations. The Company may also use any remaining net proceeds to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies. The Company has not entered into any agreements or commitments with respect to any material acquisitions or investments at this time. These expectations are subject to change. If the initial purchasers exercise their option to purchase additional notes, the Company expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions.

The Company expects the purchase price per share of its common stock in the share purchases to equal the last reported sale price per share of its common stock on the Nasdaq Global Select Market as of the date of the pricing of the notes. The share purchases could increase (or reduce the size of any decrease in) the market price of the Company’s common stock prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher effective conversion price for the notes. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes and the common stock issuable upon conversion of the notes, if any, are not being registered under the Securities Act, or the securities laws of any other jurisdiction. The notes and the common stock issuable upon conversion of the notes, if any, may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these 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.

On March 4, 2020 Nexelis, a portfolio company of Ampersand Capital Partners, and a leading provider of assay development and advanced laboratory testing is reported the signing of a definitive agreement, subject to conditions precedent, to acquire ImmunXperts (Press release, Nexelis, MAR 4, 2020, View Source [SID1234555191]). The closing of the transaction is expected by the end of March.

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Based in the Brussels South Charleroi Biopark within the town of Gosselies, ImmunXperts has developed and performs a full offering of immunogenicity and immuno-oncology in vitro functional and potency assays. These assays help pharmaceutical and biotech sponsors screen, select and optimize lead compounds before the initiation of in vivo trials. The company, whose CEO is Thibault Jonckheere, was co-created in 2014 by immunology expert Sofie Pattijn, who serves as ImmunXperts CTO, and investors including Sambrinvest. Both Dr Pattijn and Mr. Jonckheere will continue in senior leadership roles at Nexelis.

"ImmunXperts’ immunology testing expertise will help Nexelis more broadly serve the needs of our customers" said Benoit Bouche, Nexelis President and Chief Executive Officer. "Nexelis will now have an unrivaled ability to efficiently develop immunogenicity assays, qualify and validate them in a regulated environment, and then ultimately perform them utilizing our high-throughput platforms in support of clinical trials."

Sofie Pattijn and Thibault Jonckheere added "We are proud of ImmunXperts’ achievements over the past five years and are grateful for the support obtained from our investors and partners, our employees, and the Wallonia region. We are excited to continue our growth trajectory as part of Nexelis and serve as a European hub for the company."

On March 4, 2020 PDL BioPharma, Inc. ("PDL" or "the Company") (Nasdaq: PDLI) reported that it will release its 2019 fourth quarter and full year financial results for the period ended December 31, 2019, on Wednesday, March 11, 2020, after market close (Press release, PDL BioPharma, MAR 4, 2020, View Source [SID1234555190]). PDL’s management will host a conference call and webcast that day at 4:30 p.m. Eastern time to discuss the operating and financial results and recent developments. A slide presentation relating to the call will be available via the webcast link on the PDL website at View Source

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Conference Call Details
To access the live conference call via phone, please dial (844) 535-4071 from the United States and Canada or (706) 679-2458 internationally. The conference ID is 8017938. Please dial in approximately 10 minutes prior to the start of the call. A telephone replay will be available for one week following the call and may be accessed by dialing (855) 859-2056 from the United States and Canada or (404) 537-3406 internationally. The replay passcode is 8017938.

To access the live and subsequently archived webcast of the conference call, go to the Company’s website and go to "Events & Presentations." Please connect to the website at least 15 minutes prior to the call to allow for any software download that may be necessary.

On March 4, 2020 Cigna Corporation (NYSE: CI) reported that it has commenced tender offers to purchase for cash (1) up to $500,000,000 (the "2022 Notes Aggregate Maximum Principal Amount") of Cigna Holding Company’s 4.000% Senior Notes due 2022, Cigna Corporation’s 4.000% Senior Notes due 2022, Express Scripts Holding Company’s 3.900% Senior Notes due 2022 and Cigna Corporation’s 3.900% Senior Notes due 2022 (collectively, the "2022 Existing Notes," and such tender offer, the "2022 Notes Tender Offer") and (2) up to $950,000,000 (the "2023 Notes Aggregate Maximum Principal Amount") of Cigna Holding Company’s 7.650% Senior Notes due 2023, Cigna Corporation’s 7.650% Senior Notes due 2023 and 3.750% Senior Notes due 2023, Express Scripts Holding Company’s 3.000% Senior Notes due 2023 and Cigna Corporation’s 3.000% Senior Notes due 2023 (collectively, the "2023 Existing Notes," and such tender offer, the "2023 Notes Tender Offer"), in each case, validly tendered and accepted by Cigna, upon the terms (including the Aggregate Maximum Principal Amount Allocation (as defined below)) and subject to the conditions set forth in the Offer to Purchase dated March 4, 2020 and the related Letter of Transmittal (collectively, the "Offer to Purchase") (Press release, Cigna , MAR 4, 2020, View Source [SID1234555189]). The 2022 Existing Notes and the 2023 Existing Notes are referred to collectively as the "Securities" and the 2022 Notes Tender Offer and the 2023 Notes Tender Offer are referred to collectively as the "Tender Offers."

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The Tender Offers

The following table summarizes the material pricing terms for the Tender Offers:

Denotes a series of Securities for which the calculation of the applicable Total Consideration will be performed using the present value of such Securities as determined at the Price Determination Time (as defined in the Offer to Purchase) as if the principal amount of Securities had been due on the applicable par call date of such series rather than the maturity date.

Denotes a series of Securities for which the calculation of the applicable Total Consideration will be performed using the present value of such Securities as determined at the Price Determination Time as if the principal amount of Securities had been due on the applicable par call date of such series rather than the maturity date.

As further described in the Offer to Purchase, for each of the Tender Offers Cigna will accept for purchase validly tendered Securities in the order of the related "Acceptance Priority Level" set forth in the tables above, beginning at the lowest numerical value first; provided that Securities tendered at or before the Early Tender Date will be accepted for purchase in priority to Securities tendered after the Early Tender Date, even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level. Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, to be exceeded, as further described in the Offer to Purchase. In the event that the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, is not achieved, Cigna, at its option, may allocate the remaining difference to the other applicable Tender Offer, thereby increasing the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, by the amount of such shortfall; provided that in no event shall the sum of the 2022 Notes Aggregate Maximum Principal Amount and the 2023 Notes Aggregate Maximum Principal Amount exceed $1,450,000,000 (unless increased by the Company at its option as further described in the Offer to Purchase) (such allocation, the "Aggregate Maximum Principal Amount Allocation").

The Tender Offers will expire at 11:59 P.M., New York City Time, on March 31, 2020 (such time and date, as the same may be extended, the "Expiration Date"). Securities tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on March 17, 2020 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter.

Holders of each series of Securities that are validly tendered prior to or at 5:00 P.M., New York City Time, on March 17, 2020 (such time and date, as the same may be extended, the "Early Tender Date") and that are accepted for purchase will receive an amount determined by the Dealer Managers (as described below) based on a spread over the reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 9:00 a.m., New York City time, on March 18, 2020 (unless such time is extended) (the "Total Consideration"). The Total Consideration with respect to each series of Securities so calculated includes an "Early Tender Payment" equal to the applicable amount set forth in the tables above under the headings "Early Tender Payment." Holders of Securities that are validly tendered after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase will receive in cash the Total Consideration minus the applicable Early Tender Payment.

Payment for the Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase may be made, at Cigna’s option, on the date referred to as the "Early Settlement Date." The Early Settlement Date, if it occurs, will be promptly following the Early Tender Date. It is anticipated that the Early Settlement Date, if it occurs, will be on or around March 19, 2020, the second business day after the Early Tender Date. If the Early Settlement Date occurs, payment for the Securities that are validly tendered after the Early Tender Date and prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." If no Early Settlement Date occurs, then payment for all the Securities that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Securities will be on or around April 2, 2020, the second business day after the Expiration Date.

Additional Information

Cigna’s obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by Cigna of proceeds from a proposed issuance of securities generating net proceeds in an amount that is sufficient, together with cash on hand and/or borrowings under Cigna’s commercial paper facility, to effect the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums, accrued interest (as described below) and costs and expenses incurred in connection therewith.

In addition to the applicable consideration described above, all holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

BofA Securities, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the Dealer Managers for the Tender Offers. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offers.

Persons with questions regarding the Tender Offers should contact BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), Goldman Sachs & Co. LLC at (917) 343-9660 (collect) or (800) 828-3182 (toll-free) and Morgan Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808 (toll-free). The Offer to Purchase will be distributed to holders of Securities promptly. Holders who would like additional copies of the Offer to Purchase may contact the information agent, D.F. King & Co., Inc. by calling toll-free at (800) 499-8541 (banks and brokers may call collect at (212) 269-5550) or email [email protected].

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offers are being made solely pursuant to the Offer to Purchase.

The Tender Offers do not constitute, and the Offer to Purchase may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.