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): ~~June~~July 3010, 2023

Clovis Oncology, Inc.

(Exact name of registrant as specified in its charter)

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

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.

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 Securities Exchange Act of 1934 (§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 1.03 Bankruptcy or Receivership.

As previously disclosed, on December 11, 2022, Clovis Oncology, Inc. (the “Company”) and certain of its subsidiaries, Clovis Oncology Ireland Limited and Clovis Oncology UK Limited (together with the Company, the “Debtors”), filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”).

On June 16, 2023, the Court entered an order (the “Confirmation Order”) confirming the Third Amended Joint Chapter 11 Plan of Liquidation for Clovis Oncology, Inc. and Its Affiliated Debtors, dated June 13, 2023 (as amended, modified, or supplemented from time to time, the “Plan”).

On July 10, 2023 (the “Effective Date”), the Debtors filed a Notice of Effective Date with the Court and the Plan became effective in accordance with its terms. As of the Effective Date, and in accordance with the Plan, all outstanding shares of common stock of the Company (including shares of common stock issuable under equity awards granted under the Company’s equity incentive plans) have been canceled and discharged and holders of such equity interests will not receive or retain any property on account thereof at this time. In the event that there is in excess of $250,000 of value remaining in the Debtors’ estates following payment in full of all creditors and claim holders of the Debtors (including all secured and unsecured creditors), the Liquidation Trustee, the trustee designated by the Plan to oversee the wind-down and liquidation of the Debtors and their subsidiaries and their remaining estates, may, in the Liquidation Trustee’s reasonable judgment, issue nontransferable contingent value rights to equityholders of the Company as of April 18, 2023 entitling such holders to the right to receive contingent distributions from the assets of the Liquidation Trust, if any. For the avoidance of doubt, the Company does not currently anticipate that all senior creditors will be paid in full, and therefore does not expect that equityholders of the Company will receive any distribution under the Plan.

The foregoing description of the Plan and the Confirmation Order is a summary thereof and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Plan and Confirmation Order. A copy of the Confirmation Order (to which the Plan is attached as Exhibit A) is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 1.03.

Item 3.03 Material Modifications to the Rights of Security Holders.

AsThe ~~previously~~disclosure ~~disclosed,~~under onItem ~~December 11, 2022, Clovis Oncology, Inc~~1.03 ~~(the “Company”) and certain~~ of ~~its~~this ~~subsidiaries~~Current ~~(such~~Report ~~subsidiaries~~is ~~being~~incorporated ~~Clovis~~herein ~~Oncology~~by Ireland Limited (“Clovis Ireland”) and Clovis Oncology UK Limited (“Clovis UK”, and together with the Company and Clovis Ireland, the “Debtors”)) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”)reference.

~~On June~~Item ~~16,~~5.01 ~~2023,~~Changes ~~the~~in ~~Court~~Control ~~entered an order (the “Confirmation Order”) confirming the Third Amended Joint Chapter 11 Plan~~ of ~~Liquidation for Clovis Oncology, Inc~~Registrant. ~~and Its Affiliated Debtors, dated June 13, 2023 (as amended, modified, or supplemented from time to time, the “Plan”). The Company expects the Plan to become effective on or about July 7, 2023.~~

~~Under~~The ~~the~~disclosure ~~Plan, all outstanding shares of common stock of the Company (including shares of common stock issuable~~ under ~~equity~~Item ~~awards~~1.03 ~~granted under the Company’s equity incentive plans) will be canceled and discharged and holders~~ of ~~such equity interests will not receive or retain any property on account thereof at~~ this ~~time.~~Current InReport ~~the event that there~~ is inincorporated ~~excess~~herein of $250,000 of value remaining in the Debtors’ estates following payment in full of all creditors and claim holders of the Debtors (including all secured and unsecured creditors), the Liquidation Trustee, the trustee designated by the Plan to oversee the wind-down and liquidation of the Debtors and their subsidiaries and their remaining estates, may, in the Liquidation Trustee’s reasonable judgment, issue nontransferable contingent value rights to holders of common stock of the Company as of April 18, 2023, entitling such holders to the right to receive contingent distributions from the assets of the Liquidation Trust, if anyreference. ~~The Company does not currently anticipate that all senior creditors will be paid in full, and therefore does not expect that equityholders of the Company will receive any distribution under the Plan.~~

~~The~~Item 5.02 Departure ~~Company’s~~of ~~securityholders~~Directors ~~are cautioned that trading in the Company’s securities is highly speculative~~ and ~~poses~~Certain ~~substantial~~Officers; ~~risks.~~Election ~~Trading~~of ~~prices~~Directors; ~~for~~Appointment ~~the~~of ~~Company’s~~Certain ~~securities~~Officers; ~~may~~Compensatory ~~bear~~Arrangements ~~little~~of orCertain ~~no relationship to the actual recovery, if any, by holders thereof in the Cases~~Officers.

~~Item~~In ~~7.01~~connection ~~Regulation~~with FDthe ~~Disclosure~~effectiveness of the Plan, the directors and officers of the Company have been discharged from their duties and terminated from such positions.

~~On June~~Item 30, 2023, the Company, Clovis UK and Clovis Ireland each filed their monthly operating reports (collectively, the “Monthly Operating Reports”), with the Court for the reporting month ended May 31, 2023, copies of which are attached hereto as Exhibit 998.1,01 ~~Exhibit~~Other 99Events.~~2 and Exhibit 99.3, respectively, and are incorporated herein by reference.~~

~~The~~Deregistration ~~Company expects to file future Monthly Operating Reports and other documents with the Court while the Cases remain pending. The filing~~ of ~~such~~Securities reports and other documents may not be accompanied by a Form 8-K filing. The reports and other documents will also be available for review free of charge at https://cases.ra.kroll.com/Clovis/. Investors should review this website for additional information regarding the Company and the Cases.

In conjunction with the effectiveness of the Plan and the cancellation of all of its outstanding shares of common stock, the Company intends to file post-effective amendments to each of its Registration Statements on Form S-3 and Form S-8 and promptly file a Form 15 with the Securities and Exchange Commission to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and suspend its reporting obligations under the Exchange Act.

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Cautionary ~~Note~~Statements Regarding ~~the~~Trading ~~Monthly~~in ~~Operating~~the ~~Reports~~Company’s Securities.

The Company’s ~~cautions~~securityholders ~~investors~~are ~~and~~cautioned ~~potential~~that ~~investors~~trading ~~not to place undue reliance upon the information contained~~ in the ~~Monthly~~Company’s ~~Operating~~securities ~~Reports,~~is ~~which~~highly ~~were~~speculative ~~not~~and ~~prepared~~poses ~~for~~substantial ~~the~~risks. ~~purpose~~Trading ofprices ~~providing the basis~~ for ~~an investment decision relating to~~ the Company’s securities. ~~The~~may ~~Monthly~~bear ~~Operating~~little ~~Reports~~or ~~are~~no ~~limited~~relationship into ~~scope and have been prepared solely for~~ the ~~purpose~~actual ofrecovery, ~~complying~~if ~~with~~any, ~~requirements of the Court. The Monthly Operating Reports were not reviewed~~ by ~~independent~~holders ~~accountants,~~thereof ~~are~~ in athe ~~format prescribed by applicable bankruptcy laws, and are subject to future adjustment~~Cases. The ~~financial~~Company ~~information~~currently indoes ~~the Monthly Operating Reports are~~ not ~~prepared~~expect inthat ~~accordance~~holders ~~with~~of ~~accounting principles generally accepted in~~ the ~~United~~Company’s ~~States~~common ~~(“GAAP”)~~stock ~~and,~~will ~~therefore,~~receive ~~may~~any ~~exclude~~payment ~~items~~or ~~required~~other bydistribution ~~GAAP,~~on ~~such~~account asof ~~certain~~those ~~reclassifications,~~shares ~~eliminations,~~in ~~accruals,~~the ~~valuations and disclosures~~Cases. ~~The~~Accordingly, ~~Monthly Operating Reports also relate to periods that are different from~~ the ~~historical~~Company ~~periods~~urges ~~required~~extreme incaution ~~the~~with ~~Company’s~~respect ~~reports pursuant~~ to ~~the~~existing ~~Securities~~and ~~Act~~future ofinvestments ~~1933,~~in asits ~~amended, or the Exchange Act~~securities.

~~Limitation~~Cautionary onNote ~~Incorporation~~Regarding byForward-Looking ~~Reference~~Statements.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise 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 be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

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 financial condition and liquidity 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 payments to creditors and recoveries by equityholders. 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.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
99.1		Findings of Fact, Conclusions of Law, and Order (I) Approving Disclosure Statement on a Final Basis and (II) Confirming the Third Amended Joint Chapter 11 Plan of Liquidation of Clovis Oncology, Inc., ~~Monthly~~and ~~Operating~~Its ~~Report,~~Affiliated ~~dated~~Debtors ~~May~~Pursuant ~~31,~~to ~~2023~~Chapter 11 of the Bankruptcy Code.
99.2		Clovis Oncology Ireland Limited, Monthly Operating Report, dated May 31, 2023.
99.3		Clovis Oncology UK Limited, Monthly Operating Report, dated May 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.

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Date: June 30, 2023

Date: July 10, 2023

CLOVIS ONCOLOGY, INC.

/s/ Paul Gross

Paul Gross

~~Executive~~Authorized ~~Vice President and General Counsel~~Signatory

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