Item 3.02 Unregistered Sale of Equity Securities
The description of the issuance and sale of the Shares (as defined below)
pursuant to the Share Purchase Agreement (as defined below) set forth under Item
8.01 is incorporated by reference into this Item 3.02. The issuance and sale of
the Shares has not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws. The Company has relied on
the exemption from the registration requirements of the Securities Act under
Section 4(a)(2) thereof, for a transaction by an issuer not involving any public
offering.
Item 8.01 Other Events
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 2, 2019 by Xenon Pharmaceuticals
Inc. (the "Company"), the Company entered into a License and Collaboration
Agreement, as amended, (the "Collaboration Agreement") with Neurocrine
Biosciences, Inc. ("Neurocrine") on December 2, 2019 to establish a
collaboration under which the parties will identify, research and develop sodium
channel inhibitors, including the Company's clinical candidate XEN901 (now known
as NBI-921352), which compound Neurocrine has the exclusive right to further
develop and commercialize under the terms and conditions set forth in the
Collaboration Agreement. On September 8, 2021, the Company announced that a
clinical trial application ("CTA") previously submitted by Neurocrine in Europe
for the treatment of adult focal-onset seizures, a Major Indication, as the term
is defined in the Collaboration Agreement, was approved. As a result of this CTA
approval, referred to as an IND Acceptance in the Collaboration Agreement, and
pursuant to the terms of the Collaboration Agreement, the Company is entitled to
receive a milestone cash payment from Neurocrine of $4.5 million and the Company
is obligated to issue and sell such number of its common shares having an
aggregate value of $5.5 million to Neurocrine as described in greater detail
below (the "Milestone Equity Purchase").
On September 8, 2021, the Company entered into a Share Purchase Agreement with
Neurocrine for the Milestone Equity Purchase (the "Share Purchase Agreement")
pursuant to which the Company will issue and sell 275,337 of its common shares
(the "Shares") to Neurocrine in a private placement for an aggregate purchase
price of $5.5 million, or $19.9755 per share. The purchase price represents a
15% premium to the Company's 30-day volume-weighted average price immediately
prior to the public announcement of the CTA approval. The Shares are subject to
lock-up restrictions, which, without prior approval of the Company, prohibit
Neurocrine from selling the Shares for a period of up to two years after the
effective date of the Collaboration Agreement, or December 2, 2021. In addition,
Neurocrine is, subject to certain exceptions, subject to a standstill agreement
for a period of two years after the effective date of the Collaboration
Agreement, or December 2, 2021. Pursuant to the standstill agreement, Neurocrine
and its affiliates will not (1) acquire, offer to acquire or agree to acquire
any of the Company's common shares or securities convertible into common shares,
other than common shares issuable to Neurocrine pursuant to the terms of the
Collaboration Agreement; (2) make, or participate in, any solicitation of
proxies to vote any voting securities of the Company or any of its subsidiaries,
or propose to change or control the management or board of directors of the
Company by use of any public communication to holders of securities intended for
such purpose; (3) make a public proposal for a change of control of the Company;
or (4) knowingly encourage, accept, or support a tender, exchange, or offer
proposal by any person, which would result in a change of control of the
Company. The Share Purchase Agreement contains certain other customary terms and
conditions, including mutual representations, warranties and covenants.
The foregoing description of the terms of the Share Purchase Agreement is not
complete and is qualified in its entirety by reference to the full text of the
Share Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
On September 8, 2021, the Company issued a press release regarding the
transactions described in this Item 8.01. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Share Purchase Agreement, dated as of September 8, 2021, by and
between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences,
Inc.
99.1 Press Release issued by Xenon Pharmaceuticals Inc. dated
September 8, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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