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BeOne Medicines Ltd. 8-K Report, Material Agreement (Dec 2, 2020)

Filed December 2, 2020For Securities:ONCBEIGF

Summary

BeOne Medicines Ltd. (ONC) filed an 8-K on December 2, 2020, to report on a material definitive agreement related to a public offering of American Depositary Shares (ADSs). On December 1, 2020, fund partnerships affiliated with Baker Bros. Advisors LP (the "Selling Shareholders") entered into an Underwriting Agreement with Goldman Sachs & Co. LLC to sell 1,511,546 ADSs at a price of $225.00 per ADS. An additional option for 151,154 ADSs was also granted to the underwriters. Importantly, BeOne Medicines Ltd. will not receive any proceeds from this offering, though it will cover certain expenses. The offering was expected to close on December 4, 2020. Additionally, the company announced an amendment to its Registration Rights Agreement with the Baker Entities and Hillhouse Entities. This amendment extends the company's registration obligations for these investors by three years, until December 31, 2023. This means the company will continue to facilitate the resale of their shares via public offerings. The filing also included a cautionary note regarding preliminary clinical trial data, emphasizing that interim results may not be predictive of final outcomes and are subject to change.

Key Highlights

  • 1Significant secondary offering of 1,511,546 American Depositary Shares (ADSs) by Baker Bros. Advisors LP affiliated funds at $225.00 per ADS.
  • 2BeOne Medicines Ltd. is not receiving any proceeds from the sale of these ADSs, but will bear certain offering-related expenses.
  • 3Underwriters have an option to purchase an additional 151,154 ADSs.
  • 4The offering was conducted under the company's existing shelf registration statement on Form S-3.
  • 5Registration Rights Agreement extended for three additional years, through December 31, 2023, for key investors (Baker Entities and Hillhouse Entities).
  • 6The company included a risk factor highlighting the potential for preliminary clinical trial data to be updated or differ from final results.
  • 7The offering was expected to close on December 4, 2020.

Frequently Asked Questions

No, BeOne Medicines Ltd. will not receive any proceeds from the sale of ADSs in this offering. The ADSs are being sold by existing shareholders (fund partnerships affiliated with Baker Bros. Advisors LP).

The amendment extends the company's obligation to register shares for its key investors (Baker Entities and Hillhouse Entities) for an additional three years, until December 31, 2023. This allows these investors to continue reselling their shares through public offerings facilitated by the company.

This risk factor alerts investors that preliminary or interim data from clinical trials, such as the RATIONALE 303 trial, may not be final and could be subject to change after further data collection and verification. Investors should exercise caution with such data, as it may not be predictive of future results or regulatory approval outcomes.

The Selling Shareholders are fund partnerships affiliated with Baker Bros. Advisors LP.