Delaware | 001-36296 | 26-2025616 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
245 First Street, Suite 1800 Cambridge, MA | 02142 | |||
(Address of principal executive offices) | (Zip Code) |
¨ | 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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 | SESN | The Nasdaq Stock Market LLC |
Exhibit No. | Description |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
10.1 | |
99.1 |
Sesen Bio, Inc. | ||
By: | /s/ Thomas Cannell, D.V.M. | |
Thomas Cannell, D.V.M. | ||
President and Chief Executive Officer |
i. | shares of Common Stock and Common Stock Equivalents issued in connection with Sections 3(a), 3(c), 3(d) or 3(e); |
ii. | shares of Common Stock or Common Stock Equivalents issued to employees or directors of, or consultants or advisors to, the Company or any Subsidiary pursuant to a plan, agreement or arrangement approved by the board of directors (or a committee thereof) of the Company; |
iii. | shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents outstanding as of October 28, 2019, provided such issuance is pursuant to the terms of such Common Stock Equivalents; provided that shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents shall not be considered Exempted Securities if such Common Stock Equivalents have been amended after October 28, 2019; or |
iv. | shares of Common Stock or Common Stock Equivalents issued as consideration pursuant to the acquisition of another entity or the acquisition or license of assets of another entity by the Company by merger, purchase assets, other reorganization, joint venture, license, collaboration or other commercial agreement provided that such issuances are approved by the board of directors of the Company. |
i. | If, at any time while this Warrant remains outstanding, the Company or any Subsidiary issues (x) Additional Shares of Common Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or (y) Common Stock Equivalents having aggregate consideration per share of Common Stock (as calculated in accordance with Section 3(h)(iv)(b), below) less than the Exercise Price in effect immediately prior to such issuance, then the Exercise Price shall be reduced, concurrently with such issuance, to the consideration per share received (or to be received in the case of Common Stock Equivalents) by the Company for such issuance of the Additional Shares of Common Stock; |
ii. | No adjustment to the Exercise Price shall be made as the result of the issuance of Additional Shares of Common Stock if the Company receives written consent from the Holder agreeing that no such adjustment shall be made as the result of the issuance of such Additional Shares of Common Stock. |
iii. | The Company shall notify the Holder in writing, no later than two (2) Trading Days following the issuance of Additional Shares of Common Stock subject to this Section 3(h), indicating therein the applicable issuance price or other applicable pricing terms as well as the new Exercise Price. |
iv. | Determination of Consideration. For purposes of this Section 3(h), the consideration received by the Company for the issuance of any Additional Shares of Common Stock shall be computed as follows: |
a. | Cash and Property. Such consideration shall: |
i. | insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company; |
ii. | insofar as it consists of equity interests of another entity, be computed at the fair market value thereof at the time of such issue, as determined: (i) if such equity interest is then listed or quoted on a Trading Market, the Bid Price for such equity interest, or (ii) if such equity interest is not listed or quoted on a Trading Market, in good faith by the board of directors of the Company; and |
iii. | insofar as it consists of property other than cash or equity interests of another entity, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the board of directors of the Company. |
b. | Common Stock Equivalents. The consideration per share received by the Company for Additional Shares of Common Stock relating to Common Stock Equivalents shall be determined by dividing: |
i. | The total amount, if any, received or receivable by the Company as consideration for the issuance of such Common Stock Equivalents, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) |
ii. | the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise or conversion of such Common Stock Equivalents. |
i. | shares of Common Stock and Common Stock Equivalents issued in connection with Sections 3(a), 3(c), 3(d) or 3(e); |
ii. | shares of Common Stock or Common Stock Equivalents issued to employees or directors of, or consultants or advisors to, the Company or any Subsidiary pursuant to a plan, agreement or arrangement approved by the board of directors (or a committee thereof) of the Company; |
iii. | shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents outstanding as of October 28, 2019, provided such issuance is pursuant to the terms of such Common Stock Equivalents; provided that shares of Common Stock issued upon the exercise or conversion of Common Stock Equivalents shall not be considered Exempted Securities if such Common Stock Equivalents have been amended after October 28, 2019; or |
iv. | shares of Common Stock or Common Stock Equivalents issued as consideration pursuant to the acquisition of another entity or the acquisition or license of assets of another entity by the Company by merger, purchase assets, other reorganization, joint venture, license, collaboration or other commercial agreement provided that such issuances are approved by the board of directors of the Company. |
i. | If, at any time while this Warrant remains outstanding, the Company or any Subsidiary issues (x) Additional Shares of Common Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or (y) Common Stock Equivalents having aggregate consideration per share of Common Stock (as calculated in accordance with Section 3(h)(iv)(b), below) less than the Exercise Price in effect immediately prior to such issuance, then the Exercise Price shall be reduced, concurrently with such issuance, to the consideration per share received (or to be received in the case of Common Stock Equivalents) by the Company for such issuance of the Additional Shares of Common Stock; provided that if such issuance was without consideration, then the Company shall be deemed to have received $0.001 of consideration per Additional Share of Common Stock. |
ii. | No adjustment to the Exercise Price shall be made as the result of the issuance of Additional Shares of Common Stock if the Company receives written consent from the Holder agreeing that no such adjustment shall be made as the result of the issuance of such Additional Shares of Common Stock. |
iii. | The Company shall notify the Holder in writing, no later than two (2) Trading Days following the issuance of Additional Shares of Common Stock subject to this Section 3(h), indicating therein the applicable issuance price or other applicable pricing terms as well as the new Exercise Price. |
iv. | Determination of Consideration. For purposes of this Section 3(h), the consideration received by the Company for the issuance of any Additional Shares of Common Stock shall be computed as follows: |
a. | Cash and Property. Such consideration shall: |
i. | insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company; |
ii. | insofar as it consists of equity interests of another entity, be computed at the fair market value thereof at the time of such issue, as determined: (i) if such equity interest is then listed or quoted on a Trading Market, the Bid Price for such equity interest, or (ii) if such equity interest is not listed or quoted on a Trading Market, in good faith by the board of directors of the Company; and |
iii. | insofar as it consists of property other than cash or equity interests of another entity, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the board of directors of the Company. |
b. | Common Stock Equivalents. The consideration per share received by the Company for Additional Shares of Common Stock relating to Common Stock Equivalents shall be determined by dividing: |
i. | The total amount, if any, received or receivable by the Company as consideration for the issuance of such Common Stock Equivalents, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise or conversion of such Common Stock Equivalents, by |
ii. | the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise or conversion of such Common Stock Equivalents. |
Sabby Volatility Warrant Master Fund, Ltd. | ||
By: | /s/ Robert Grundstein | |
Name: Robert Grundstein | ||
Title: COO |
M. Kingdon Offshore Master Fund L.P. | ||
By: | Kingdon Capital Management, as agent and investment advisor | |
By: | /s/ William Walsh | |
Name: William Walsh | ||
Title: CFO |
• | FDA meeting on November 4, 2019 to discuss the post-marketing confirmatory trial for Vicinium |
• | FDA meeting on December 4, 2019 to discuss the submission strategy for CMC Module 3 |
• | Anticipated initiation of BLA submission under a Rolling Review in December 2019 |