Current Report Filing (8-k)
September 13 2017 - 4:32PM
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): September 8, 2017
Foundation Medicine, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36086
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27-1316416
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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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150 Second Street
Cambridge, MA
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02141
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (617)
418-2200
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:
☐
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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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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 1.01.
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Entry into a Material Definitive Agreement.
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On September 8, 2017, the Company and Roche entered
into a Fifth Amendment (Amendment) to the Collaboration Agreement, by and among the Company, F.
Hoffmann-La
Roche Ltd, and
Hoffmann-La
Roche Inc., dated
January 11, 2015, as amended (the R&D Collaboration Agreement), which reduced certain exclusivity provisions relating to blood-based tumor mutational burden assays.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment,
which is attached to this Current Report on Form
8-K
as Exhibit 10.1 and incorporated herein by reference, and by reference to the full text of the R&D Collaboration Agreement, which was attached as
Exhibit 10.2 to the Companys Current Report on Form
8-K/A
filed on August 21, 2015.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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: September 13, 2017
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FOUNDATION MEDICINE, INC.
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By:
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/s/ Robert W. Hesslein
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Robert W. Hesslein
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Senior Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Fifth Amendment to Collaboration Agreement, by and among the Company, F.
Hoffmann-La
Roche Ltd and
Hoffman-La
Roche Inc., dated September 8,
2017.
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