| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on October 16, 2017, Myovant Sciences Ltd. (the “Company”) and its subsidiaries entered into a Securities Purchase Agreement (the “NovaQuest Securities Purchase Agreement”) with the purchasers from time to time parties thereto (the “Purchasers”) and NovaQuest Pharma Opportunities Fund IV, L.P., in its capacity as administrative agent and collateral agent for itself and the Purchasers (“NovaQuest”), and the Company entered into an Equity Purchase Agreement (the “NovaQuest Equity Purchase Agreement”) with NovaQuest and a Purchaser affiliated with NovaQuest (the “NovaQuest Affiliate”). On October 30, 2017, the Company issued $6 million aggregate principal amount of notes (the “Notes”) to the Purchasers and issued $2 million of the Company’s common shares to the Purchasers pursuant to the NovaQuest Securities Purchase Agreement.
On December 28, 2018, the Company issued the remaining $54 million aggregate principal amount of the Notes and $18 million of the Company’s common shares, being 1,082,977 common shares, to the Purchasers pursuant to the NovaQuest Securities Purchase Agreement, so that the full aggregate principal amount of $60 million of the Notes and the full $20 million of the Company’s common shares issuable pursuant to the NovaQuest Securities Purchase Agreement have been issued.
The description of the NovaQuest Securities Purchase Agreement and the NovaQuest Equity Purchase Agreement included in Item 1.01 of the Company’s Current Report on Form8-K filed on October 16, 2017, is incorporated herein by reference. The descriptions of the NovaQuest Securities Purchase Agreement and of the NovaQuest Equity Purchase Agreement contained herein do not purport to be complete and are qualified in their entirety by reference to the complete texts of the NovaQuest Securities Purchase Agreement and the NovaQuest Equity Purchase Agreement filed as Exhibits 10.2 and 10.3, respectively, to the Company’s Quarterly Report onForm 10-Q for the quarter ending December 31, 2017, filed on February 13, 2018.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information in Item 2.03 above is incorporated by reference into this Item 3.02. In addition to the issuance of the Notes and the common shares pursuant to the NovaQuest Securities Purchase Agreement disclosed above, on December 28, 2018, the Company issued and sold the full $20 million of the Company’s common shares to be issued pursuant to the NovaQuest Equity Purchase Agreement.
The purchase price per common share issued pursuant to both the NovaQuest Securities Purchase Agreement and the NovaQuest Equity Purchase Agreement equaled 105% of the average of the volume-weighted average price for the five consecutive trading days immediately prior to December 28, 2018, which resulted in the issuance on December 28, 2018, of 1,082,977 common shares issued pursuant to the NovaQuest Securities Purchase Agreement and 1,203,307 common shares issued pursuant to the NovaQuest Equity Purchase Agreement. Neither the Company nor NovaQuest engaged any investment advisors with respect to the issuance of the common shares and no finders’ fees were paid to any party in connection therewith. The issuance of the common shares referenced above was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
