Current Report Filing (8-k)
June 22 2017 - 7:22AM
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):
June 16, 2017
THRESHOLD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-32979
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94-3409596
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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170 Harbor Way, Suite 300
South San Francisco, California 94080
(Address of principal executive offices)(Zip
Code)
(650) 474-8200
(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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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 2.01
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Completion of Acquisition or Disposition of Assets.
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On June 16, 2017, Threshold Pharmaceuticals, Inc., (the “
Company
”) completed the sale of its rights to TH-3424 to OBI Pharma, Inc. a public company organized and existing under the laws of Taiwan (“
OBI
”), under the asset purchase and related license agreement (the “
Asset Transfer Agreement
”) as disclosed in Item 1.01 on Form 8-K filed on June 2, 2017, which is incorporated into this Item 2.01 by reference. On May 30, 2017, the Company received $0.5 million and on June 16, 2017 the Company received $2.5 million.
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Other than in connection with the disposition of the Company’s U.S. rights to TH-3424, neither we nor any of our officers, directors or affiliates have had any material relationship with OBI.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit
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Exhibits
10.1
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Asset Purchase Agreement dated as of May 31, 2017, between Threshold Pharmaceuticals, Inc. and OBI Pharma, Inc.
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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
thereunto duly authorized.
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THRESHOLD PHARMACEUTICALS, INC.
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By:
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/s/
Joel A. Fernandes
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Joel A. Fernandes
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Senior Vice President, Finance and Controller
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Date: June 22, 2017
EXHIBIT INDEX
Exhibit
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Number
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Description
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10.1
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Asset Purchase Agreement dated as of May 31, 2017, between Threshold Pharmaceuticals, Inc. and OBI Pharma, Inc.
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