Current Report Filing (8-k)
January 10 2017 - 07:01AM
Edgar (US Regulatory)
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):
January 6, 2017
assembly
biosciences
, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35005
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20-8729264
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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11711 N. Meridian Street, Suite 310
Carmel, Indiana 46032
(Address of principal executive offices,
including zip code)
(317) 210-9311
(Registrant’s telephone number, including
area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On January 6, 2017, Assembly Biosciences, Inc.
(the “Company”) entered into a Research, Development, Collaboration and License Agreement (the “Collaboration
Agreement”) with Allergan Pharmaceuticals International Limited (“Allergan”) to develop and commercialize select
microbiome gastrointestinal programs. The transaction is expected to close in the first quarter of 2017, subject to customary closing
conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. Pursuant to the Collaboration Agreement, the Company has agreed to grant Allergan an exclusive worldwide license to
certain of its intellectual property, including its intellectual property arising under the Collaboration Agreement, to develop
and commercialize licensed compounds for ulcerative colitis, Crohn’s disease and irritable bowel syndrome.
Under the Collaboration Agreement, Allergan
and the Company will collaborate on research and development activities with respect to the licensed compounds in accordance with
a mutually agreed upon research and development plan.
Pursuant to the terms of the Collaboration
Agreement, Allergan has agreed to pay the Company an upfront payment of $50 million. The Company is eligible to receive up to approximately
$630 million in development milestone payments and up to approximately $2.15 billion in commercial milestone payments in connection
with the successful development and commercialization of licensed compounds for up to six different indications. In addition, the
Company is eligible to receive tiered royalties at rates ranging from the mid-single digits to the mid-teens based on net sales.
Allergan and the Company have agreed to share development costs up to an aggregate of $75 million through proof-of-concept (“POC”)
studies on a ⅔, ⅓ basis, respectively, and Allergan has agreed to assume all post-POC development costs. In the event
any pre-POC development costs exceed $75 million in the aggregate, the Company may elect either (a) to fund ⅓ of such
costs in excess of $75 million or (b) to allow Allergan to deduct from future development milestone payments ⅓ of the development
costs funded by Allergan in excess of $75 million plus a premium of 25%. The Company has an option to co-promote the licensed programs
in the United States and China, subject to certain conditions set forth in the Collaboration Agreement.
Allergan may terminate the
Collaboration Agreement for convenience at any time upon either 90 days’ (prior to the initiation of the first POC
trial of a licensed product) or 120 days’ (after the initiation of the first POC trial of a licensed product), as
applicable, advance written notice to the Company. The Collaboration Agreement also contains customary provisions for
termination by either party, including in the event of breach of the Collaboration Agreement, subject to cure.
Item 7.01
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Regulation FD Disclosure.
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On January 9, 2017, Allergan and the Company
issued a joint press release announcing the entry into the Research, Development, Collaboration and License Agreement. A copy of
the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in Item 7.01 of this
Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to liability of that section, nor shall such information be deemed incorporated by reference in any filing
under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such
filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
Exhibit No.
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Description
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99.1
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Joint Press Release of Allergan plc and Assembly Biosciences, Inc., dated January 9, 2017.
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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: January 10, 2017
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Assembly Biosciences, Inc.
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By:
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/s/ Derek Small
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Derek Small
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Joint Press Release of Allergan plc and Assembly Biosciences, Inc., dated January 9, 2017.
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