Report of Foreign Issuer (6-k)
February 19 2019 - 4:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: February 2019 (Report
No. 2)
Commission file number: 001-36578
BIOBLAST
PHARMA LTD.
(Translation of registrant’s name
into English)
PO Box 318, Tel-Aviv, Israel 6100201
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):
¨
Asset Purchase Agreement
On February 15,
2019, Bioblast Pharma Ltd. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
with Seelos Therapeutics, Inc. (“Seelos”). Pursuant to the Asset Purchase Agreement, Seelos acquired all of the assets
of the Company relating to a therapeutic platform known as Trehalose (the “Asset Purchase”). At the closing of the
Asset Purchase (the “Closing”), Seelos is to pay the Company $1.5 million in cash, and Seelos agreed to pay the Company
an additional $2.0 million in cash by the one-year anniversary of the Closing.
Under
the terms of the Asset Purchase Agreement, Seelos agreed to pay additional consideration to the Company upon the achievement of
certain milestones in the future, as follows: (1) within 15 days following the completion of Seelos' or its affiliate’s first
Phase 2(b) clinical trial of Trehalose satisfying certain criteria, Seelos will pay the Company $8.5 million in cash; and (2) within
15 days following the approval for commercialization by the United States Food and Drug Administration or the Health Products and
Food Branch of Health Canada of the first New Drug Application or New Drug Submission, respectively, of Trehalose filed by Seelos
or its affiliates, Seelos will pay the Company $8.5 million in cash. In addition, Seelos agreed to pay the Company a cash royalty
equal to 1% of the net sales of Trehalose.
The
foregoing summary of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase
Agreement filed herewith as Exhibit 99.1.
The
representations, warranties and covenants contained in the Asset Purchase Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Asset Purchase Agreement, and may be subject to limitations
agreed upon by the contracting parties. Accordingly, the Asset Purchase Agreement is incorporated herein by reference only to provide
investors with information regarding the terms of the Asset Purchase Agreement, and not to provide investors with any other factual
information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the Securities and Exchange Commission.
Press Release
On February 19, 2019, the Company issued
a press release announcing the execution of the Asset Purchase Agreement. A copy of the press release is attached as
Exhibit 99.2 to this Report on Form 6-K and incorporated by reference herein.
This Report on Form 6-K as well as Exhibit
99.1 are incorporated by reference into the registration statements on Form S-8 (File No. 333-203114 and File No. 333-210459) of
the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit No.
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99.1*
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Asset
Purchase Agreement, dated February 15, 2019, by and between Seelos Therapeutics, Inc. and Bioblast Pharma Ltd.
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99.2
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Press
Release, dated February 19, 2019.
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* Certain schedules and exhibits have
been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules and exhibits
to the SEC upon request.
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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Bioblast Pharma Ltd.
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(Registrant)
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By:
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/s/ Dr. Dalia Megiddo
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Name:
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Dr. Dalia Megiddo
Interim Chief Executive Officer
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Date: February 19, 2019
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