UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2020
SIERRA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001- 37490 | 20-0138994 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
c/o 2150 885 West Georgia Street Vancouver, British Columbia, Canada |
V6C 3E8 | |||
(Address of principal executive offices) | (Zip Code) |
(604) 558-6536
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, $0.001 par value | SRRA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 22, 2020, as approved by the Companys stockholders on January 21, 2020 as described below under Item 5.07 and the Companys board of directors as described below under Item 8.01, the Company filed a certificate of amendment (the Certificate of Amendment) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Companys common stock at a ratio of 1-for-40, effective at 4:30 p.m. Eastern Time on January 22, 2020.
The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 21, 2020, Sierra Oncology, Inc. (the Company) held a Special Meeting of Stockholders (the Special Meeting). The following is a brief description of each matter voted upon and the certified voting results.
(1) | An amendment to the Companys certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-20 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of the Companys board of directors before December 31, 2020, without further approval or authorization of the Companys stockholders (Proposal 1). |
For | Against | Abstain | Broker Non-votes | |||
350,764,492 | 10,203,906 | 176,090 | |
Pursuant to the foregoing votes, Proposal 1 was adopted at the Special Meeting.
(2) | Amendments to the Companys 2015 Equity Incentive Plan to (i) increase the authorized number of shares available for issuance thereunder by 172,500,000 (pre-split) shares and proportionately increase the share limit related to incentive stock options thereunder, each on a pre-split basis , (ii) provide limits on the total value of compensation that may be granted to any non-employee director in each calendar year, and (iii) eliminate the annual individual grant limit to reflect changes to the tax law in 2017 tax legislation (Proposal 2). |
For | Against | Abstain | Broker Non-votes | |||
300,716,807 | 13,889,297 | 94,449 | 46,443,935 |
Pursuant to the foregoing votes, Proposal 2 was adopted at the Special Meeting.
Item 8.01 | Other Events. |
The Companys board of directors has determined to set the reverse stock split ratio at 1-for-40. The effective date of the reverse stock split is 4:30 p.m. Eastern Time on January 22, 2020, and the shares will begin trading on a split-adjusted basis on January 23, 2020.
Upon the effectiveness of the reverse stock split on January 22, 2020, every 40 shares of the Companys issued and outstanding common stock will be automatically combined and reclassified into one issued and outstanding share of the Companys common stock. The reverse stock split will not affect any stockholders ownership percentage of the Companys common stock, alter the par value of the Companys common stock, or modify any voting rights or other terms of the Companys common stock.
At the market open on January 23, 2020, the Companys common stock will continue to trade on The Nasdaq Global Market under the symbol SRRA, but will be assigned a new CUSIP number (82640U404) and will trade on a split-adjusted basis.
On January 22, 2020, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this report.
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Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Exhibit Title or Description | |
3.1 | Certificate of Amendment (Reverse Stock Split) to the Restated Certificate of Incorporation, filed January 22, 2020. | |
99.1 | Press Release issued by Sierra Oncology, Inc. dated January 22, 2020. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIERRA ONCOLOGY, INC. | ||||||
Date: January 22, 2020 | By: | /s/ Sukhi Jagpal | ||||
Sukhi Jagpal | ||||||
Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION OF
SIERRA ONCOLOGY, INC.
Sierra Oncology, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies as follows:
First: The name of the Corporation is Sierra Oncology, Inc. The Corporations original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 8, 2003 under the name Phenome Systems, Inc. The Corporation filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation on July 21, 2015 under the name ProNAi Therapeutics, Inc. and a Certificate of Amendment effective as of January 10, 2017 under the name Sierra Oncology, Inc.
Second: The following two paragraphs are hereby added immediately after Section 2.3 of Article IV of the Restated Certificate of Incorporation of the Corporation:
Effective at 4:30 p.m. Eastern time on January 22, 2020 (the Certificate of Amendment), each forty (40) shares of the Corporations Common Stock, issued and outstanding prior to such filing shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.001 per share, of the Corporation (the Reverse Split). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. Any fractional share resulting from such aggregation upon the Reverse Split shall be rounded down to the nearest whole number. Each holder who would otherwise be entitled to a fraction of a share of Common Stock upon the Reverse Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Corporations Common Stock as reported on The Nasdaq Global Market on the date of filing of this Certificate of Amendment of Restated Certificate of Incorporation of Sierra Oncology, Inc.
The Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.
Third: The foregoing amendment of the Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation of Sierra Oncology, Inc. has been signed this 22nd day of January 2020.
SIERRA ONCOLOGY, INC. | ||
By: | /s/ Sukhi Jagpal | |
Name: | Sukhi Jagpal | |
Title: | Chief Financial Officer |
Exhibit 99.1
Sierra Oncology Announces Reverse Stock Split
- Preferred shares issued in recently completed $103M financing to convert to common shares -
- Gilead to become shareholder in Sierra in accordance with amendment to Purchase Agreement -
VANCOUVER, January 22, 2020 - Sierra Oncology, Inc. (SRRA), a late-stage drug development company focused on the development and commercialization of momelotinib, a JAK1, JAK2 & ACVR1 inhibitor with a potentially differentiated therapeutic profile for the treatment of myelofibrosis, today announced that its board of directors has approved a reverse stock split of its shares of common stock at a ratio of 1-for-40. The reverse stock split will be effective today at 4:30 p.m. Eastern Time. At the market open on January 23, 2020, the Companys common stock will continue to trade on The Nasdaq Global Market under the symbol SRRA, but will be assigned a new CUSIP number (82640U404) and will trade on a split-adjusted basis.
At the effective time of the reverse stock split, every 40 shares of the Companys issued and outstanding common stock will be automatically combined and reclassified into one issued and outstanding share of common stock. The reverse stock split will not affect any stockholders ownership percentage of the Companys common stock, alter the par value of the Companys common stock, have any direct impact on the market capitalization of the Company, or modify any voting rights or other terms of the common stock.
The reverse stock split was approved by Sierra Oncology stockholders on January 21, 2020. Additional information regarding the reverse stock split, other matters voted upon, and the certified voting results will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
As previously announced, shortly following the reverse stock split:
| The Series A convertible voting preferred stock issued in the recently completed $103.0 million financing (gross proceeds) will be converted into shares of common stock, subject to the applicable beneficial ownership limitation. |
| Gilead Sciences, Inc. (Gilead) will be issued approximately 725,000 shares of common stock (on a post-split basis) and a warrant to purchase an equivalent amount of common stock, in consideration for amending the royalty rates and milestones in an Asset Purchase Agreement with Gilead for momelotinib. |
Following the reverse stock split, assuming the conversion of all outstanding Series A convertible preferred voting shares to common stock, and the issuance of common stock to Gilead, there are expected to be approximately 10,394,600 total shares of common stock outstanding and warrants to purchase approximately 11,104,000 total shares of common stock outstanding on a post-split basis. Of these warrants, warrants to purchase approximately 2,574,700 shares of common stock (the Series B warrants) may only be exercised by paying the exercise price in cash, and will expire on the 75th day anniversary following the announcement of top-line data from Sierra Oncologys ongoing Phase 3 clinical trial of momelotinib. If Series B warrants were fully exercised, the company would receive approximately $34.0 million in proceeds.
Sierra Oncology previously reported its cash and cash equivalents totaled $67.7 million as of September 30, 2019, and that subsequently it had closed an underwritten public offering with gross proceeds to Sierra Oncology of $103.0 million. Prior to the end of 2019, a term loan of $5.0 million was repaid to Silicon Valley Bank.
About Sierra Oncology
Sierra Oncology is a late stage drug development company focused on advancing targeted therapeutics for the treatment of patients with significant unmet medical needs in hematology and oncology.
Momelotinib, Sierras lead drug candidate, is a potent, selective and orally-bioavailable JAK1, JAK2 & ACVR1 inhibitor with a differentiated therapeutic profile in myelofibrosis encompassing robust constitutional symptom improvements, a range of meaningful anemia benefits, including eliminating or reducing the need for frequent blood transfusions, and comparable spleen control to ruxolitinib. More than 1,200 subjects have received momelotinib since clinical studies began in 2009, including more than 820 patients treated for myelofibrosis.
Sierra recently launched the MOMENTUM Phase 3 clinical trial, a randomized double-blind trial designed to enroll 180 myelofibrosis patients who are symptomatic and anemic, and who have been treated previously with a JAK inhibitor. The U.S. Food and Drug Administration has granted Fast Track designation to momelotinib for the treatment of patients with intermediate/high-risk myelofibrosis who have previously received a JAK inhibitor. Momelotinib is wholly owned by Sierra Oncology and is protected by patents anticipated to provide potential exclusivity to 2040 in the United States and Europe (inclusive of potential Patent Term Extension or Supplementary Protection Certificate).
Sierra is also developing a portfolio of DNA Damage Response (DDR) assets, consisting of SRA737 and SRA141, and is conducting a campaign intended to seek non-dilutive strategic options to support their further advancement. SRA737 is a potent, highly selective, orally bioavailable small molecule inhibitor of Checkpoint kinase 1 (Chk1), a key regulator of cell cycle progression and the DDR network, and has demonstrated preliminary clinical efficacy. SRA141 is a potent, selective, orally bioavailable small molecule inhibitor of Cell division cycle 7 kinase (Cdc7) and has successfully completed the IND process with the FDA enabling the commencement of clinical trials. Sierra retains the global commercialization rights to SRA737 and SRA141.
For more information, please visit www.sierraoncology.com.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Sierra Oncologys expectations from current data, anticipated clinical development activities, potential benefits of Sierra Oncologys lead product candidate and other product candidates, Sierra Oncologys capitalization and sufficiency of its capital resources. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on managements current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, including, among others, the risk that Sierra Oncology may be unable to successfully develop and commercialize product candidates, product candidates may not demonstrate safety and efficacy or otherwise produce positive results, Sierra Oncology may experience delays in the preclinical and anticipated clinical development of its product candidates, Sierra Oncology may be unable to acquire additional assets to build a pipeline of additional product candidates, Sierra Oncologys third-party manufacturers may cause its supply of materials to become limited or interrupted or fail to be of satisfactory quantity or quality, Sierra Oncologys cash resources may be insufficient to fund its current operating plans and it may be unable to raise additional capital when needed, Sierra Oncology may be unable to obtain and enforce intellectual property protection for its technologies and product candidates and the other factors described under the heading Risk Factors set forth in Sierra Oncologys filings with the Securities and Exchange Commission from time to time. Sierra Oncology undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.
For further information:
James Smith
Vice President, Corporate Affairs
Sierra Oncology
604.558.6536
investors@sierraoncology.com