On January 2, 2020, BeiGene, Ltd. (the "Company") reported that it has issued 206,635,013 ordinary shares in the form of 15,895,001 American Depositary Shares ("ADSs"), representing approximately 20.5% of the Company’s then outstanding share capital, to Amgen Inc. ("Amgen") for aggregate gross proceeds of approximately $2.78 billion, or $13.45 per ordinary share, or $174.85 per ADS, pursuant to a Share Purchase Agreement dated October 31, 2019, as amended, by and between the Company and Amgen (the "Share Purchase Agreement") (Filing, 8-K, BeiGene, JAN 2, 2020, View Source [SID1234555637]).

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In order to account for periodic dilution from the issuance of shares under the Company’s equity incentive plans, on March 17, 2020, the Company and Amgen entered into an Amendment No. 2 (the "Second Amendment") to the Share Purchase Agreement. Pursuant to the Second Amendment, Amgen will have an option (the "Direct Purchase Option") to subscribe for additional shares (the "Additional Shares") in an amount necessary to enable it to increase (and subsequently maintain) its ownership at approximately 20.6% of the Company’s outstanding share capital. The Direct Purchase Option is exercisable on a monthly basis, but only if Amgen’s interest in the outstanding share capital of the Company at the monthly reference date is less than 20.4%. The aggregate number of Additional Shares shall not exceed 75,000,000 ordinary shares during the term of the Direct Purchase Option, as described further below. The purchase price for the Additional Shares will be the volume-weighted average price of the Company’s ADSs for the 90 days preceding the last trading day of the prior month.

The Second Amendment and the issuance of Additional Shares thereunder are subject to approval by a majority vote of the Company’s shareholders, excluding Amgen, pursuant to the listing rules of the Hong Kong Stock Exchange.

The exercise period of the Direct Purchase Option will commence on the first day of the month following shareholder approval and will terminate on the earliest of: (a) the date on which Amgen owns less than 20% of the outstanding share capital of the Company as a result of Amgen’s sale of shares; (b) at least 60-day advance written notice from either Amgen or the Company that such party wishes to terminate the Direct Purchase Option; or (c) the third anniversary of the date on which the exercise period of the Direct Purchase Option commences. The Direct Purchase Option has no vesting period.

The Additional Shares will be issued in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving a public offering, and/or Regulation D under the Securities Act. All certificates evidencing the shares will bear a standard restrictive legend under the Securities Act.

On January 2, 2020 OncoCyte Corporation (NYSE American: OCX), a molecular diagnostics company with a mission to provide actionable answers at critical decision points across the lung cancer care continuum, reported that the Company has entered into definitive agreements with Pura Vida Investments, LLC, a fundamentally driven, healthcare focused registered investment advisor, and another institutional investor, to purchase approximately $7.6 million of its common shares in a registered offering (Press release, Oncocyte, JAN 2, 2020, View Source [SID1234552729]). This offering was completed directly with these institutional investors and the Company incurred no placement agent fees.

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"The fact that we have increased our strong support from Pura Vida Investments, a top-tier, healthcare fund, we believe is testimony to our strategy and ability to execute," said Ron Andrews, Chief Executive Officer of OncoCyte. " Strengthening our balance sheet through smaller offerings priced at market, allows us to remain flexible from a strategic perspective while rapidly progressing our commercialization efforts and market preparation for the first quarter 2020 launch of our Razor Genomics’ treatment stratification test. This financing leaves us well positioned to continue the advancement and expansion of our suite of impactful tests for underserved decision points in the lung cancer care continuum."

In connection with the offering, the Company will sell an aggregate of 3,523,776 common shares at a purchase price of $2.156 per share, the average closing price over the five trading days prior to the execution of the agreement with the investors. The registered offering is subject to customary closing conditions and is expected to close during the week of January 6, 2020.

Proceeds from the registered offering provide the strategic capital to accelerate and support the commercial launch of OncoCyte’s lung cancer treatment stratification test, continued development of DetermaVu and general corporate and working capital purposes. The Company may also use proceeds to invest in or acquire businesses or technologies that it believes are complementary, although the Company has no binding agreements with respect to any strategic transactions or acquisitions as of the date of this press release.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

On January 2, 2020, Seelos Therapeutics, Inc. (the "Company") reported that it has entered into a stock purchase agreement (the "Stock Purchase Agreement") with Phoenixus AG f/k/a Vyera Pharmaceuticals AG ("Vyera"), pursuant to which the Company issued to Vyera 1,809,845 registered shares of the Company’s common stock (the "Shares") (Filing, 8-K, Apricus Biosciences, JAN 2, 2020, View Source [SID1234552678]). The Company entered into the Stock Purchase Agreement in accordance with that certain Asset Purchase Agreement, dated March 6, 2018, by and between Seelos Corporation, the Company’s wholly owned subsidiary ("STI"), and Vyera, as amended by that certain Amendment to Asset Purchase Agreement, dated as of May 18, 2018, by and between STI and Vyera, as amended by that certain Amendment No. 2 to Asset Purchase Agreement, dated as of December 31, 2018, by and between STI and Vyera, as amended by that certain Amendment No. 3 to Asset Purchase Agreement, dated as of October 15, 2019, by and between STI and Vyera (as amended, the "Asset Purchase Agreement"). Pursuant to the Asset Purchase Agreement, the Company acquired the assets of Vyera related to a product candidate currently referred to as SLS-002 (the "Vyera Assets"), along with liabilities related to the Vyera Assets. As partial consideration for the Vyera Assets, the Company agreed to issue the Shares pursuant to the Stock Purchase Agreement.

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The Shares are being issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-221285), as amended, which was declared effective by the Securities and Exchange Commission (the "SEC") on December 7, 2017, a base prospectus dated December 7, 2017 and a prospectus supplement dated January 2, 2020.

The Stock Purchase Agreement contains customary representations, warranties and covenants made by the Company.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Stock Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the opinion of Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, relating to the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.

The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Stock Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Stock Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Stock Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

On January 2, 2020 Caris Life Sciences, a leading innovator in molecular science focused on fulfilling the promise of precision medicine, reported that the company will present at the 38th Annual J.P. Morgan Healthcare Conference on Tuesday, January 14, 2020, at 11:00 a.m. Pacific Time at the Westin St. Francis Hotel, Elizabethan C room, in San Francisco (Press release, Caris Life Sciences, JAN 2, 2020, View Source [SID1234552674]). The company will provide an overview of the business and discuss recent corporate achievements that position it to further extend its leadership in the market. Caris Life Sciences will be represented by David D. Halbert, Chairman, Chief Executive Officer and Founder, Brian J. Brille, Vice Chairman, and David Spetzler, MS, MBA, Ph.D., President and Chief Scientific Officer, and they will take questions from the audience following the presentation.

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On January 2, 2020 Cardinal Health (NYSE: CAH) reported to release second quarter financial results for its fiscal year 2020 on Feb. 6 prior to the opening of trading on the New York Stock Exchange (Press release, Cardinal Health, JAN 2, 2020, View Source [SID1234552673]). The company will webcast a discussion of these results beginning at 8:30 a.m. Eastern.

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To access the webcast and corresponding slide presentation, go to the Investor Relations page at ir.cardinalhealth.com. No access code is required.

Presentation slides and a webcast replay will be available on the Cardinal Health website at ir.cardinalhealth.com until Feb. 5, 2021.

Upcoming investor event
Mike Kaufmann, chief executive officer, will present at the 38th Annual J.P. Morgan Healthcare Conference on Monday, Jan. 13, 2020, at 10 a.m. Pacific in San Francisco. The presentation will be followed by a Q&A session. To access more details and to listen to a live webcast of this event, please visit the Investor Relations page at ir.cardinalhealth.com.