Sesen Bio Inc (SESN)

[ElevenWall]

Warrants will be attached to stock, and will not trade separately IF there is an offering, so it seems like the offering should be at a price above the recent market. Maybe this is an over-reaction AH.

The following is a brief summary of some of the terms of this offering. It does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offering of our common stock and warrants, you should carefully read this prospectus supplement and the accompanying prospectus.

Common stock offered by us

shares.



Warrants offered by us

Warrants to purchase up to shares of our common stock. Each warrant will have an exercise price of $ per share, will be exercisable commencing on the date of issuance and will expire on the 12-month anniversary of the date of issuance. The shares of common stock and warrants will be sold together, with each share of common stock to be sold together in a fixed combination with a warrant to purchase one (1) share of common stock. For additional information regarding the warrants, see “Description of the Securities We are Offering” beginning on page S-19 of this prospectus supplement.



Common stock to be outstanding after this offering

shares (assuming no exercise of the warrants offered hereby).



Use of proceeds

We intend to use the net proceeds from this offering for the clinical development and FDA regulatory submission of Vicinium for the treatment of high-risk NMIBC, the continued development of commercial-scale manufacturing capabilities for Vicinium for the treatment of high-risk NMIBC by our third-party contract manufacturers (including the manufacturing process and technology transfer of Vicinium production to Fujifilm to support such efforts), the development of commercial capabilities for a potential launch of Vicinium, if approved, for the treatment of high-risk NMIBC, including investment to establish and continue to build our commercial infrastructure and supply chain, and general corporate purposes, which may include capital expenditures and other operating expenses. See “Use of Proceeds.”

Risk factors

An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-13 of this prospectus supplement and the similarly titled sections in the documents incorporated by reference into this prospectus supplement.

Market for the warrants

There is currently no established public trading market for the offered warrants. We do not plan on applying to list the warrants on The Nasdaq Global Market, any other national securities exchange or any other nationally recognized trading system.