Item 8.01 - Other Events.
On September 8, 2022, Sesen Bio, Inc. (the "Company") announced that the U.S.
District Court for the Southern District of New York issued an order on
September 7, 2022 moving the hearing on the motion for preliminary approval of
the proposed settlement of the previously disclosed consolidated shareholder
class action captioned In re Sesen Bio, Inc. Securities Litigation, Master File
No. 1:21-cv-07025-AKH (the "Securities Litigation") to September 28, 2022 at
10:00 a.m. local time.
As disclosed in a Current Report on Form 8-K dated September 6, 2022, the
hearing on the motion for preliminary approval of the proposed settlement of
Securities Litigation was originally scheduled in the U.S. District Court for
the Southern District of New York on October 4, 2022 at 2:00 p.m. local time.
The Company also disclosed on September 6, 2022, that the U.S. District Court
for the District of Massachusetts issued an order on September 2, 2022 granting
preliminary approval of the proposed settlement of the previously disclosed
consolidated derivative lawsuits captioned In re Sesen Bio, Inc. Derivative
Litigation, Lead Case No. 1:21-cv-11538, the derivative lawsuit captioned Tang
v. Sesen Bio, Inc., et al., Case No. 2281-cv-00135 and other potential related
derivative claims (collectively, the "Derivative Litigation"), in accordance
with the Stipulation of Settlement that the Company disclosed in a Current
Report on Form 8-K dated August 30, 2022. The court has set a final settlement
approval hearing for November 8, 2022 at 2:00 p.m. local time.
In May 2022, the Company initiated a process to review potential strategic
alternatives with the goal of maximizing shareholder value. The Company believes
that the settlements of the Securities Litigation and the Derivative Litigation,
if approved, have the potential to enable a favorable strategic transaction by
increasing the range and attractiveness of strategic alternatives that the
Company is able to consider.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Current Report on Form 8-K contains forward-looking statements, including,
but not limited to, statements regarding the Company's plans to review potential
strategic alternatives with the goal of maximizing shareholder value and the
Company's belief that the settlements of the Derivative Litigation and the
Securities Litigation, if approved, have the potential to enable a favorable
strategic transaction by increasing the range and attractiveness of strategic
alternatives that the Company is able to consider, which are based on the
Company's current expectations and inherently involve significant risks and
uncertainties. The Company's actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a
result of these risks and uncertainties, including the risk that the respective
courts may not grant final approval of the settlements and the risk that the
Company may not be successful in identifying one or more strategic alternatives
or ultimately pursuing a strategic alternative that delivers the anticipated
benefits or enhances shareholder value, among other risks and uncertainties. A
further description of the risks and uncertainties relating to the business of
the Company is contained in the Company's most recent annual report on Form 10-K
and the Company's quarterly reports on Form 10-Q, as well as any amendments
thereto reflected in subsequent filings with the Securities and Exchange
Commission. The Company undertakes no duty or obligation to update any
forward-looking statements contained in this report as a result of new
information, future events or changes in its expectations.
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