UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February~~March 91, 2023

Clovis Oncology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35347		90-0475355
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(I.R.S. EmployerIdentification No.)

5500 Flatiron Parkway, Suite 110Boulder, Colorado		80301
5500 Flatiron Parkway, Suite 110 Boulder, Colorado		80301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 625-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading

symbol(s)⁽¹⁾

Name of each exchange

on which registered

Common Stock par Value $0.001 per Share

CLVSQ

N/A

⁽¹⁾

On December 21, 2022, our common stock was suspended from trading on the NASDAQ Global Select Market (“NASDAQ”). On December 21, 2022, our common stock began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “CLVSQ.” On December 29, 2022, NASDAQ filed a Form 25 delisting our common stock from trading on NASDAQ, which delisting became effective at the opening of the trading session on January 9, 2023. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days from the date of the Form 25 filing.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5 7.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

As previously disclosed, on December 11, 2022, Clovis Oncology, Inc. (the “Company”) and certain of its subsidiaries, ~~Clovis~~(such ~~Oncology~~subsidiaries UKbeing ~~Limited and~~ Clovis Oncology Ireland Limited (~~together~~“Clovis ~~with~~Ireland”) ~~the~~and ~~Company,~~Clovis ~~the~~Oncology UK Limited (“~~Debtors~~Clovis UK”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code ~~(the “Bankruptcy Code”)~~ in the United States Bankruptcy Court for the District of Delaware (~~the “Bankruptcy~~such ~~Court”).~~court, ~~The cases are being administered under~~ the ~~caption In re Clovis Oncology, Inc., et al. (Case No. 22-11292 (JKS)). The Debtors continue to operate their businesses as~~ “~~debtors-in-possession~~Court” ~~under the jurisdiction of the Bankruptcy Court~~ and insuch ~~accordance~~cases, ~~with~~ the ~~applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court~~“Cases”).

On ~~February 9~~March 1, 2023, the ~~Compensation~~Company, ~~Committee~~Clovis ofUK ~~the~~and ~~Board~~Clovis ofIreland ~~Directors~~each offiled ~~the~~their ~~Company~~monthly ~~approved~~operating ~~the~~reports ~~terms~~(collectively, ~~and condition of~~ the ~~Key~~“Monthly ~~Employee~~Operating ~~Incentive Plan (the “KEIP~~Reports”) ~~of the Debtors~~, ~~subject~~with to the ~~approval of the Bankruptcy~~ Court. ~~The~~for ~~KEIP was developed with~~ the ~~assistance~~reporting ofmonth ~~independent~~ended ~~advisors to the Debtors to provide incentive-based compensation to the participants thereunder based on certain performance objectives described herein. On February~~January 1431, 2023, ~~the~~copies ~~Debtors~~of ~~filed~~which aare ~~motion~~attached ~~with~~hereto ~~the~~as ~~Bankruptcy~~Exhibit ~~Court~~99.1, ~~seeking~~Exhibit ~~approval of the KEIP~~99.2 ~~Subject to the Bankruptcy Court’s approval of the KEIP,~~ and ~~any~~Exhibit ~~modifications to the KEIP in connection therewith~~99.3, ~~eight key employees of the Company~~respectively, ~~including~~and ~~six~~are ~~key~~incorporated ~~members~~herein ofby ~~the Company’s management team (collectively, the “KEIP Participants”) will be eligible to participate in the KEIP as described below~~reference.

~~FAP~~The ~~Sale.~~Company ~~Upon~~expects ~~the~~to ~~consummation~~file offuture ~~the~~Monthly ~~sale~~Operating ~~transaction~~Reports ~~contemplated under the “stalking horse” purchase~~ and ~~assignment~~other ~~agreement~~documents ~~between~~with the ~~Company~~Court ~~and~~while ~~Novartis Innovative Therapies AG, dated December 11, 2022 (~~the ~~“Novartis~~ ~~Purchase~~Cases ~~Agreement”),~~remain ~~for~~pending. ~~the~~The ~~sale~~filing of ~~substantially~~such ~~all~~reports ofand ~~the rights of the Debtors to their pipeline targeted radionuclide therapy clinical development program, FAP-2286 (the “FAP-2286 Assets”), or any~~ other ~~asset~~documents ~~purchase~~may ~~agreement~~not ~~for~~be ~~the~~accompanied ~~FAP-2236~~by ~~Assets of equivalent or greater value, (i) the KEIP Participants are eligible to receive, based on their respective share in the KEIP,~~ a ~~threshold~~Form ~~award~~8-K ~~equal to $1~~filing.~~35 million~~ inThe ~~the~~reports ~~aggregate (the “FAP Threshold Amount”),~~ and ~~(ii) six~~other ofdocuments ~~the~~will ~~KEIP~~also ~~Participants~~be ~~(the “Executive~~available ~~KEIP~~for ~~Participants”)~~review ~~are~~free ~~eligible~~of tocharge ~~receive,~~at ~~based on their respective share in the KEIP, an incremental amount, if any, equal to 1~~https://cases.0%ra.kroll.com/Clovis/. ofInvestors ~~the~~should ~~sale~~review ~~proceeds~~this ~~realized~~website ~~from~~for ~~the~~additional ~~sale~~information ofregarding the ~~FAP-2286~~Company ~~Assets~~and ~~that exceeds~~ the ~~amount of sale proceeds contemplated by the Novartis Purchase Agreement~~Cases.

Rubraca Sale. Upon the consummation of a sale transaction for the Debtors’ rights to commercialize their sole marketed product (Rubraca® (rucaparib)) (the “Rubraca Assets”), the Executive KEIP Participants are eligible to receive, based on their respective share in the KEIP, (i) a threshold award equal to $1 million in the aggregate (the “Rubraca Threshold Amount” and together with the FAP Threshold Amount, the “Threshold Amounts”), and (ii) an incremental amount, if any, equal to (w) 0.0% of the sale proceeds from $0 to $200 million, (x) 2.0% of the sale proceeds between $200 million and $250 million, (y) 3.0% of the sale proceeds between $250 million and $300 million, and (z) 4.0% of the sales proceeds above $300 million, in each case, realized from the sale of the Rubraca Assets.

The actual amount that may be paid under the KEIP may be as low as $0 for all of the KEIP Participants in the aggregate (in case the Company is unable to consummate any asset sales), or as high as $6.35 million for all of the KEIP Participants in the aggregate. The respective Threshold Amounts and maximum amounts under the KEIP for each of the Company’s current named executive officers is set forth below.

Named Executed Officer	FAP ThresholdAmount		Rubraca ThresholdAmount		Maximum Amount
Patrick J. Mahaffy President and Chief Executive Officer	$	175,000	$	137,000	$	861,275
Daniel W. Muehl Executive Vice President and Chief Financial Officer	$	250,000	$	196,000	$	1,230,392
Dr. Lindsay Rolfe Executive Vice President of Clinical Development and Pharmacovigilance and Chief Medical Officer	$	175,000	$	137,000	$	861,275
Paul E. Gross Executive Vice President and General Counsel	$	275,000	$	217,000	$	1,353,431

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~~Amounts~~Cautionary ~~under~~Note ~~the~~Regarding ~~KEIP, if any, are payable upon~~ the ~~consummation~~Monthly ofOperating the respective sale transactions of the FAP-2286 Assets and/or the Rubraca Assets, subject to the KEIP Participant’s continued employment with the Debtors through such time, unless a KEIP Participant’s employment with the Debtors is involuntarily terminated without “cause” or by reason of the KEIP Participant’s death or disability, in which case the KEIP Participant (or the KEIP Participant’s estate) will remain eligible to receive such amounts, if any, at the same time as payments are made under the KEIP to the other KEIP Participants. Amounts paid under the KEIP are subject to clawback (net of payroll related taxes and insurance withholdings) if a KEIP Participant voluntarily resigns or the KEIP Participant’s employment with the Debtors is terminated for “cause” before either of the following dates occur: (i) the effective date of a chapter 11 plan, or (ii) the date on which the Company’s management informs the KEIP Participant that the KEIP Participant’s services are no longer needed.Reports

IfThe aCompany ~~KEIP~~cautions ~~Participant~~investors ~~voluntarily~~and ~~resigns~~potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, orwhich iswere ~~terminated~~not prepared for ~~“cause”~~the ~~prior~~purpose of providing the basis for an investment decision relating to the ~~date~~Company’s ~~that~~securities. ~~amounts~~The ~~under~~Monthly Operating Reports are limited in scope and have been prepared solely for the ~~KEIP~~purpose ~~becomes~~of ~~payable~~complying with requirements of the Court. The Monthly Operating Reports were not reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment. The financial information in the ~~participant~~Monthly ~~will~~Operating ~~forfeit~~Reports are not prepared in accordance with accounting principles generally accepted in the ~~right~~United toStates ~~receive~~(“GAAP”) ~~any~~and, ~~KEIP~~therefore, ~~payments~~may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The ~~Debtors~~Monthly ~~will~~Operating ~~not~~Reports ~~reallocate~~also ~~any~~relate ~~forfeited~~to ~~amounts~~periods ~~under~~that are different from the ~~KEIP~~historical periods required in the Company’s reports pursuant to ~~any~~the ~~new~~Securities Act of 1933, as amended, or ~~existing~~the ~~KEIP~~Exchange ~~Participants~~Act.

~~Participation~~Limitation ~~under~~on ~~the~~Incorporation ~~KEIP~~by will be in lieu of any severance benefits with respect to the Executive KEIP Participants. The KEIP Participants (other than the Executive KEIP Participants) will continue to be eligible for severance benefits in accordance with the Debtors’ usual policies and practices and subject to the limitations of the Bankruptcy Code.Reference

In ~~November~~accordance ~~2022,~~with ~~Mr. Muehl,~~General MrInstruction B. ~~Gross~~2 of Form 8-K, Drthe information in this Item 7. ~~Rolfe~~01 is being furnished for informational purposes only and ~~Dr.~~shall not be deemed “filed” for purposes of Section ~~Harding~~18 ~~voluntarily~~of ~~forfeited~~the Exchange Act, ~~and~~or ~~relinquished~~otherwise ~~all~~subject ~~rights~~to ~~with~~the ~~respect~~liabilities toof that section, ~~all~~nor shall such information be deemed incorporated by reference in any filing under the Securities Act of ~~their~~1933, ~~unvested~~as ~~RSU~~amended, ~~awards~~except ~~that~~as ~~had~~otherwise ~~previously~~expressly stated in such filing. The filing of this current report (including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto) will not ~~been~~be ~~settled~~deemed ~~into~~an ~~shares~~admission as to the materiality of ~~Company~~any ~~common~~information ~~stock~~required ~~for~~to nobe ~~consideration~~disclosed solely by Regulation FD.

-Cautionary 3Statements -Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Cases. The Company cannot be certain that holders of the Company’s common stock will receive any payment or other distribution on account of those shares in the Cases given the expected sales proceeds (including the highly contingent nature of certain later milestone payments) and the amount of the Debtors’ liabilities to more senior creditors. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, but are not limited to, statements about the Company’s plans to sell its assets pursuant to Chapter 11 of the U.S. Bankruptcy Code and the timing of such sales and ability to satisfy closing conditions; the Company’s intention to continue operations during the Chapter 11 case; the Company’s belief that the sale process will be in the best interest of the Company and its stakeholders; and other statements regarding the Company’s strategy and future operations, performance and prospects among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the Chapter 11 filings on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process and any potential asset sale; the effect of the Chapter 11 filings and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process or the potential asset sale; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other conditions to the potential asset sale; and the timing or amount of any distributions, if any, to the Company’s stakeholders.

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liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process and any potential asset sale; the effect of the Chapter 11 filings and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process or the potential asset sale; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other conditions to the potential asset sale; and the timing or amount of any distributions, if any, to the Company’s stakeholders.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit		Description

99.1		Clovis Oncology, Inc., Monthly Operating Report, dated January 31, 2023.

99.2		Clovis Oncology Ireland Limited, Monthly Operating Report, dated January 31, 2023.

99.3		Clovis Oncology UK Limited, Monthly Operating Report, dated January 31, 2023.

104		The cover page from Clovis Oncology, Inc.’s Current Report on Form 8-K is formatted in iXBRL.

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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 hereunto duly authorized.

Date: February 16, 2023
Date: March 1, 2023
	CLOVIS ONCOLOGY, INC.
	By:	/s/ Paul Gross
		Name: Paul Gross
		Title: Executive Vice President and General Counsel

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Filing Compare · Clovis Oncology, Inc.