UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2020
Commission File Number: 001-36596
___________________
TRILLIUM THERAPEUTICS INC.
(Translation of registrant's name into English)
2488 Dunwin Drive
Mississauga, Ontario L5L 1J9
Canada
(Address of principal executive offices)
___________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)[ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)[ ]
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
SIGNATURES
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, thereunto duly authorized.
Trillium Therapeutics Inc. | |
Date: February 7, 2020 | |
By: /s/ James Parsons | |
Name: James Parsons | |
Title: Chief Financial Officer |
2
EXHIBIT INDEX
Exhibit | Description | |
99.1 | News Release dated February 7, 2020 | |
99.2 | Material Change Report dated February 7, 2020 | |
99.3 | Material Change Report dated February 7, 2020 |
FOR IMMEDIATE RELEASE | NASDAQ: TRIL |
TSX: TRIL |
TRILLIUM THERAPEUTICS ANNOUNCES CHANGES TO
ITS BOARD OF DIRECTORS
• Paul Walker of New Enterprise Associates is appointed to the Board of Directors
CAMBRIDGE, MA, February 7, 2020 - Trillium Therapeutics Inc. ("Trillium" or the "Company") (NASDAQ/TSX: TRIL), a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer, today announced that Paul Walker has been appointed to the Company's Board of Directors, and Dr. Ali Behbahani has been appointed as a Board Observer, effective February 6, 2020.
"We are delighted to welcome Mr. Walker to the Board of Directors and Dr. Behbahani as a Board Observer, and look forward to their guidance as we work to bring to patients our CD47 programs," stated Dr. Robert Kirkman, Executive Chair of Trillium Therapeutics.
"We are excited about Trillium's recent progress and look forward to working with the leadership team as they expand their clinical development program," said Paul Walker.
Mr. Walker and Dr. Behbahani are general partners with New Enterprise Associates (NEA), a global venture capital firm with more than $20 billion of cumulative committed capital invested in healthcare and technology companies. Prior to joining NEA, Paul worked at MPM Capital as a General Partner with the MPM BioEquities Fund, where he specialized in public, PIPE and mezzanine-stage life sciences investing. Previously, he was a portfolio manager at Franklin Templeton Investments. Paul received a BS in Biochemistry and Cell Biology from the University of California at San Diego, and holds the Chartered Financial Analyst (CFA) designation.
Dr. Behbahani's previous positions include a consultant in business development at The Medicines Company, a Venture Associate at Morgan Stanley Venture Partners and as a Healthcare Investment Banking Analyst at Lehman Brothers. He concurrently earned his MD degree from The University of Pennsylvania School of Medicine and his MBA degree from The University of Pennsylvania Wharton School.
The Company also announced that Dr. Robert Uger, Trillium's Chief Scientific Officer has resigned from the Board of Directors effective February 6, 2020.
About Trillium Therapeutics
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The Company's two clinical programs, TTI-621 and TTI-622, target CD47, a "do not eat" signal that cancer cells frequently use to evade the immune system.
The Company's pipeline also includes a preclinical STING (stimulator of interferon genes) agonist program. As previously announced, the program is earmarked for out-licensing.
For more information visit: www.trilliumtherapeutics.com
Caution Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of applicable United States securities laws and forward-looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this press release include statements about, without limitation, the belief that Trillium's programs could achieve best-in-class status for CD47 blocking agents and Trillium's future plans and objectives for its CD47 programs. With respect to the forward-looking statements contained in this press release, Trillium has made numerous assumptions regarding, among other things: the effectiveness and timeliness of clinical trials; and the completeness, accuracy and usefulness of the data. While Trillium considers these assumptions to be reasonable, these assumptions are inherently subject to significant scientific, business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors that could cause Trillium's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this press release. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the reliance on positive results of preclinical and early clinical research as such results are not necessarily predictive of results of later-stage clinical trials. A further discussion of risks and uncertainties facing Trillium appears in Trillium's Form 20-F for the year ended December 31, 2018 is filed with Canadian securities authorities and with the U.S. Securities Exchange Commission, each as updated by Trillium's continuous disclosure filings, which are available at www.sedar.com and at www.sec.gov. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Trillium disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.
Company Contact:
James Parsons
Chief Financial Officer
Trillium Therapeutics Inc.
416-595-0627 x232
james@trilliumtherapeutics.com
Media Contact:
Mike Beyer
Sam Brown Inc.
312-961-2502
mikebeyer@sambrown.com
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Trillium Therapeutics Inc. (the "Company" or "Trillium")
2488 Dunwin Drive
Mississauga, Ontario L5L 1J9
Item 2. Date of Material Change
February 6, 2020
Item 3. News Release
The news release dated February 7, 2020 was disseminated through the services of Globe Newswire and was filed on the System for Electronic Document Analysis and Retrieval ("SEDAR"). A copy of the news release is available under the Company's profile on SEDAR at www.sedar.com.
Item 4. Summary of Material Change
Trillium announced on February 7, 2020 that Paul Walker has been appointed to the Company's Board of Directors, and Dr. Ali Behbahani has been appointed as a Board Observer, effective February 6, 2020.
The Company also announced that Dr. Robert Uger, Trillium's Chief Scientific Officer has resigned from the Board of Directors effective February 6, 2020.
Item 5.1. Full Description of Material Change
See attached press release as Schedule A.
Item 5.2. Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
No information has been omitted from this material change report on the basis that it is confidential.
Item 8. Executive Officer
James Parsons
Chief Financial Officer
Tel: (416) 595-0627 x 232
Email: james@trilliumtherapeutics.com
Item. 9 Date of Report
February 7, 2020
Schedule "A"
FOR IMMEDIATE RELEASE | NASDAQ: TRIL |
TSX: TRIL |
TRILLIUM THERAPEUTICS ANNOUNCES CHANGES TO
ITS BOARD OF DIRECTORS
CAMBRIDGE, MA, February 7, 2020 - Trillium Therapeutics Inc. ("Trillium" or the "Company") (NASDAQ/TSX: TRIL), a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer, today announced that Paul Walker has been appointed to the Company's Board of Directors, and Dr. Ali Behbahani has been appointed as a Board Observer, effective February 6, 2020.
"We are delighted to welcome Mr. Walker to the Board of Directors and Dr. Behbahani as a Board Observer, and look forward to their guidance as we work to bring to patients our CD47 programs," stated Dr. Robert Kirkman, Executive Chair of Trillium Therapeutics.
"We are excited about Trillium's recent progress and look forward to working with the leadership team as they expand their clinical development program," said Paul Walker.
Mr. Walker and Dr. Behbahani are general partners with New Enterprise Associates (NEA), a global venture capital firm with more than $20 billion of cumulative committed capital invested in healthcare and technology companies. Prior to joining NEA, Paul worked at MPM Capital as a General Partner with the MPM BioEquities Fund, where he specialized in public, PIPE and mezzanine-stage life sciences investing. Previously, he was a portfolio manager at Franklin Templeton Investments. Paul received a BS in Biochemistry and Cell Biology from the University of California at San Diego, and holds the Chartered Financial Analyst (CFA) designation.
Dr. Behbahani's previous positions include a consultant in business development at The Medicines Company, a Venture Associate at Morgan Stanley Venture Partners and as a Healthcare Investment Banking Analyst at Lehman Brothers. He concurrently earned his MD degree from The University of Pennsylvania School of Medicine and his MBA degree from The University of Pennsylvania Wharton School.
The Company also announced that Dr. Robert Uger, Trillium's Chief Scientific Officer has resigned from the Board of Directors effective February 6, 2020.
About Trillium Therapeutics
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The Company's two clinical programs, TTI-621 and TTI-622, target CD47, a "do not eat" signal that cancer cells frequently use to evade the immune system.
The Company's pipeline also includes a preclinical STING (stimulator of interferon genes) agonist program. As previously announced, the program is earmarked for out-licensing.
For more information visit: www.trilliumtherapeutics.com
Caution Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of applicable United States securities laws and forward-looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this press release include statements about, without limitation, the belief that Trillium's programs could achieve best-in-class status for CD47 blocking agents and Trillium's future plans and objectives for its CD47 programs. With respect to the forward-looking statements contained in this press release, Trillium has made numerous assumptions regarding, among other things: the effectiveness and timeliness of clinical trials; and the completeness, accuracy and usefulness of the data. While Trillium considers these assumptions to be reasonable, these assumptions are inherently subject to significant scientific, business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors that could cause Trillium's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this press release. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the reliance on positive results of preclinical and early clinical research as such results are not necessarily predictive of results of later-stage clinical trials. A further discussion of risks and uncertainties facing Trillium appears in Trillium's Form 20-F for the year ended December 31, 2018 is filed with Canadian securities authorities and with the U.S. Securities Exchange Commission, each as updated by Trillium's continuous disclosure filings, which are available at www.sedar.com and at www.sec.gov. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Trillium disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.
Company Contact:
James Parsons
Chief Financial Officer
Trillium Therapeutics Inc.
416-595-0627 x232
james@trilliumtherapeutics.com
Media Contact:
Mike Beyer
Sam Brown Inc.
312-961-2502
mikebeyer@sambrown.com
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Trillium Therapeutics Inc. (the "Company" or "Trillium")
2488 Dunwin Drive
Mississauga, Ontario L5L 1J9
Item 2. Date of Material Change
January 29, 2020
Item 3. News Release
The news release dated January 29, 2020 was disseminated through the services of Globe Newswire and was filed on the System for Electronic Document Analysis and Retrieval ("SEDAR"). A copy of the news release is available under the Company's profile on SEDAR at www.sedar.com.
Item 4. Summary of Material Change
Trillium announced on January 29, 2020 that it had closed its previously announced underwritten public offering of 41,279,090 common shares of the Company and 1,250,000 Series II Non-Voting Convertible First Preferred Shares of the Company (the "Offering"). The common shares and preferred shares were sold at a public offering price of US$2.75 per share. The number of shares sold includes the full exercise by the underwriters of their option to purchase up to an additional 5,547,272 common shares.
The gross proceeds from the Offering were approximately US$116,955,000, before deducting underwriting commissions and other offering expenses. The Company intends to use the net proceeds of the Offering towards: 1) the clinical development of its CD47 programs; and 2) research, manufacturing and regulatory activities, and working capital and general corporate purposes.
The common shares and preferred shares were qualified for distribution by a prospectus supplement dated January 23, 2020 to the short form base shelf prospectus dated January 5, 2018 and in the United States pursuant to the Corporation's U.S. registration statement on Form F-10 (File No. 333-222085) declared effective on January 8, 2018.
Item 5.1. Full Description of Material Change
See attached press release as Schedule A.
Item 5.2. Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
No information has been omitted from this material change report on the basis that it is confidential.
Item 8. Executive Officer
James Parsons
Chief Financial Officer
Tel: (416) 595-0627 x 232
Email: james@trilliumtherapeutics.com
Item. 9 Date of Report
February 7, 2020
Schedule "A"
FOR IMMEDIATE RELEASE | NASDAQ: TRIL |
TSX: TRIL |
Trillium Closes US$117 Million Public Offering of Common Shares and Series II Non-Voting Convertible First Preferred Shares
CAMBRIDGE, Mass., January 29, 2020 - Trillium Therapeutics Inc. ("Trillium" or the "Company") (NASDAQ/TSX: TRIL), a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer, today announced the closing of its previously announced underwritten public offering of 41,279,090 common shares of the Company and 1,250,000 Series II Non-Voting Convertible First Preferred Shares of the Company (the "Offering"). The common shares and preferred shares were sold at a public offering price of US$2.75 per share. The number of shares sold includes the full exercise by the underwriters of their option to purchase up to an additional 5,547,272 common shares.
The gross proceeds from the Offering were approximately US$116,955,000, before deducting underwriting commissions and other offering expenses. The Company intends to use the net proceeds of the Offering towards: 1) the clinical development of its CD47 programs; and 2) research, manufacturing and regulatory activities, and working capital and general corporate purposes.
Key investors in the Offering included the Company's existing significant shareholder New Enterprise Associates, as well as new investors Boxer Capital, Logos Capital, Vivo Capital, and Venrock Healthcare Capital Partners, among others.
"Trillium's mission is to redefine the oncology treatment paradigm by developing and delivering to patients next-generation immunotherapies. We believe we have two potentially best-in-class CD47 molecules, a clear strategy targeting hematologic malignancies with great unmet medical needs, and now also funding from the top healthcare investors in this country to pursue that mission," said Dr. Jan Skvarka, Trillium's President and Chief Executive Officer.
Cowen acted as the sole book-running manager for the Offering. Bloom Burton Securities Inc. acted as co-manager for the Offering.
About Trillium Therapeutics:
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The Company's two clinical programs, TTI-621 and TTI-622, target CD47, a "do not eat" signal that cancer cells frequently use to evade the immune system. The Company's pipeline also includes a preclinical STING (stimulator of interferon genes) agonist program.
As previously announced, the STING program is earmarked for out-licensing.
For more information visit: www.trilliumtherapeutics.com.
Caution Regarding Forward-Looking Information:
This press release contains forward-looking statements within the meaning of applicable United States securities laws and forward looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this press release include statements relating to Trillium's intended use of net proceeds from the Offering and the belief that Trillium's programs could achieve best-in-class status for CD47 molecules and deliver the next-generation of immunotherapies. You should not place undue reliance on these forward-looking statements. Actual results may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to whether or not the Company will be able to raise capital through the sale of shares, positive results from preclinical and early clinical research are not necessarily predictive of results of later-stage clinical trials, market and other conditions, the impact of general economic, industry or political conditions in the United States, Canada or elsewhere internationally, the discretion of our management with respect to the use of the net proceeds, and the risks and uncertainties facing Trillium set forth in the Offering Documents and Trillium's Annual Report on Form 20-F for the year ended December 31, 2018 filed with Canadian securities authorities and with the U.S. Securities Exchange Commission, each as updated by Trillium's continuous disclosure filings, which are available at www.sedar.com and at www.sec.gov. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Trillium disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.
Contact:
James Parsons
Chief Financial Officer
Trillium Therapeutics Inc.
416-595-0627 x232
james@trilliumtherapeutics.com
Media Contact:
Mike Beyer
Sam Brown Inc.
312-961-2502
mikebeyer@sambrown.com
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