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 Current Reports on Form 8-K filed with the Securities
and Exchange Commission on December 2, 2019 and January 14, 2021, respectively,
by Xenon Pharmaceuticals Inc. (the "Company"), the Company and Neurocrine
Biosciences, Inc. ("Neurocrine") entered into a License and Collaboration
Agreement (the "Collaboration Agreement") 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) and into an amendment (the "Amendment") to the Collaboration
Agreement on January 13, 2021 to revise certain investigational new drug
application ("IND") acceptance criteria relating to Neurocrine's NBI-921352
product candidate (the "Product Candidate") for the potential treatment of
SCN8A-DEE.
In April 2021, Neurocrine received the authorization of the U.S. Food and Drug
Administration ("FDA") to initiate a Phase 2 randomized, double-blind,
placebo-controlled study to evaluate the efficacy, safety, tolerability, and
pharmacokinetics of the Product Candidate in subjects with SCN8A-DEE (the
"Study") aged between 12 and 21 years, which, pursuant to the Amendment, was
deemed a partial IND acceptance.
On January 12, 2022, the Company announced that a protocol amendment previously
submitted to the FDA by Neurocrine to expand the Study population to include
subjects with SCN8A-DEE aged between 2 and 11 years was accepted. Pursuant to
the Amendment, this acceptance is deemed a full IND acceptance and, as a result,
the Company is entitled to receive a milestone cash payment from Neurocrine of
$6.75 million and the Company is obligated to issue and sell $8.25 million of
its common shares to Neurocrine as described in greater detail below (the
"Milestone Equity Purchase").
On January 11, 2022, 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 258,986 of its common shares
(the "Shares") to Neurocrine in a private placement for an aggregate purchase
price of $8.25 million, or $31.855 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 full IND acceptance. 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 January 12, 2022, 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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Share Purchase Agreement, dated as of January 11, 2022, by and
between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences,
Inc.
99.1 Press Release issued by Xenon Pharmaceuticals Inc. dated
January 12, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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