Current Report Filing (8-k)
October 02 2018 - 6:59AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2018
EYEGATE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-36672
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98-0443284
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(Commission File Number)
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(IRS Employer Identification No.)
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271 Waverley Oaks Road
Suite 108
Waltham, MA
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02452
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(Address of principal executive offices)
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(Zip Code)
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(781) 788-9043
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
x
Item 1.01 Entry Into a Material Definitive Agreement.
On September 26, 2018, EyeGate Pharmaceuticals, Inc. (the
“Company”) entered into an Intellectual Property License Agreement (the “Agreement”) with SentrX Animal
Care, Inc. (“SentrX”), with respect to certain rights relating to the manufacturing of the Company’s EyeGate
Ocular Bandage Gel (“OBG”) product candidate. Under the Agreement, SentrX granted to the Company an exclusive
license to use SentrX’s procedures, trade secrets, know-how and other relevant intellectual property in connection with the
production of OBG.
Under the Agreement, the Company will pay SentrX an upfront
payment of $250,000. SentrX is eligible to receive milestone payments totaling up to $4.75 million, upon and subject to the
achievement of certain specified developmental and commercial milestones.
In connection with the transfer of technology from SentrX to
the Company, SentrX agreed to provide up to five hours of support per week from the effectiveness of the Agreement through December
31, 2018 and up to ten hours of support per week from January 1, 2019 through April 30, 2019. Additionally, EyeGate agreed to maintain
adequate and competent personnel (or sub-contractors) to exploit OBG in accordance with the terms of the Agreement until all applicable
milestone payments have been made to SentrX.
Either party may terminate the Agreement in its entirety if
the other party fails to comply with the material terms and conditions the Agreement and the breach remains uncured for a defined
cure period, and either party may terminate the Agreement in its entirety upon the bankruptcy or insolvency of the other party.
The foregoing description of the Agreement does not purport
to be a complete description of all of the terms of the Agreement, and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed as Exhibit 10.1 hereto. Certain terms of the Agreement have been omitted from this Current
Report on Form 8-K and have been omitted from the version of the Agreement filed as Exhibit 10.1 hereto pursuant to a Confidential
Treatment Request that the Company plans to submit to the Securities and Exchange Commission at the time of the filing of this
Current Report on Form 8-K.
Item 8.01.
Other Events.
On October 2, 2018, the Company issued a press release announcing
its entry into the Agreement. A copy of the press release is being filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby files the following exhibit:
† Confidential treatment requested as to portions of
the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
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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EYEGATE PHARMACEUTICALS, INC.
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By:
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/s/ Stephen From
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Stephen From
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President and Chief Executive Officer
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Date: October 2, 2018
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Exhibit Index
† Confidential treatment requested as to portions of
the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
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