Current Report Filing (8-k)
June 02 2017 - 5:01PM
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):
May 31, 2017
Enumeral Biomedical Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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000-55415
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99-0376434
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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200 CambridgePark Drive, Suite 2000
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02140
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Cambridge, Massachusetts
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(Zip Code)
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(Address of Principal Executive Offices)
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(617) 945-9146
(Registrant’s telephone number, including
area code)
N/A
(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:
¨
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))
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
x
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 1.01 Entry into a Material Definitive
Agreement
On May 31, 2017, Enumeral Biomedical Holdings, Inc. (“Enumeral”)
and Merck Sharp & Dohme Corp. (“Merck”) entered into Amendment No. 2 to Study Agreement (the “Amendment”).
The Amendment further amends that certain Study Agreement between Merck and Enumeral, dated as of December 17, 2014 (the “Initial
Effective Date”), which was previously amended on February 16, 2016 (as amended, the “Agreement”).
Pursuant to the Amendment, the term of the Agreement is extended
and shall now expire on the earlier of (i) delivery to Merck of the final report of the study conducted pursuant to the terms of
the Agreement, or (ii) the three (3) year anniversary of the Initial Effective Date, unless extended in writing by mutual agreement.
Merck may also terminate the Agreement at any time, with or without cause, effective on ninety days written notice to Enumeral.
In addition, the Amendment provides for a revised Work Plan to be included in the Agreement.
The foregoing summary of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, a copy of which will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the three-month period ending June 30, 2017. The Company intends to seek confidential treatment
for certain portions of the Amendment.
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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ENUMERAL BIOMEDICAL HOLDINGS, INC.
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Dated: June 2, 2017
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By:
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/s/ Kevin G. Sarney
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Name:
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Kevin G. Sarney
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Title:
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Vice President of Finance, Chief Accounting Officer and Treasurer
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