Current Report Filing (8-k)
October 15 2013 - 4:37PM
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): October 8, 2013
IMPRIMIS PHARMACEUTICALS,
INC.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-35814 |
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45-0567010 |
(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
12626
High Bluff Drive, Suite 150
San Diego, CA |
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92130 |
(Address
of principal executive offices) |
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(Zip Code) |
Registrant’s telephone
number, including area code: (858) 704-4040
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:
[ ] |
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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)) |
Item 1.01. Entry Into a Material Definitive
Agreement
On October 8, 2013, Imprimis
Pharmaceuticals, Inc. (the “Company”) acquired intellectual property rights related to certain proprietary
innovations from the compounding pharmacy research and development operations of Novel Drug Solutions, LLC
(“Novel”) pursuant to an Asset Purchase Agreement (the “Agreement”). In connection with the
acquisition, the Company was assigned a provisional patent application related to the use of epinephrine compositions for
intraocular administration. This is the Company’s second asset acquisition from Novel. The Company exercised its right
of first refusal on Novel’s intellectual property and drug development opportunities under the Asset Purchase Agreement
dated August 8, 2013 by and among the Company, Novel and Eye Care Northwest, PA (the “August APA”) in making this
acquisition. The Agreement provides that Novel will cooperate with the Company in obtaining patent protection for the
acquired intellectual property, among other things, and that the Company will use commercially reasonable efforts to
research, develop and commercialize a product based on the acquired intellectual property.
In consideration for the acquisition, the
Company is obligated to make the following payments to Novel: (1) one payment payable within 30 days after the issuance of the
first patent in the United States arising from the acquired intellectual property (if any); (2) one payment payable within 30
days after the Company files the first Investigational New Drug application (“IND”) with the U.S. Food and Drug Administration
(the “FDA”) for the first product arising from the acquired intellectual property (if any); (3) one payment payable
within 30 days after the Company files the first New Drug application with the FDA for the first product; and (4) certain royalty
payments based on the net receipts received by the Company in connection with the sale or licensing of any product based on the
acquired intellectual property (if any), after deducting (among other things) the Company’s development costs associated
with such product. If following five years of the date of the Agreement the Company either has not filed an IND or has failed
to generate royalty payments to Novel for any product based on the acquired intellectual property, Novel may terminate the Agreement
and request that the Company re-assign the acquired technology to Novel.
On October 14, 2013, the Company entered into
an Amendment to Asset Purchase Agreement (the “Amendment”) with Novel and Eye Care Northwest, PA (“ECN”),
which amends the August APA. The Amendment amends the circumstances under which Novel and ECN may terminate the August APA to
provide that if following five years of the date of the August APA the Company has not initiated any study where data is derived
or has failed to generate royalty payments to Novel and ECN for any product based on the acquired intellectual property, Novel
and ECN may jointly terminate the August APA and request that the Company re-assign the acquired technology to Novel and ECN.
The Amendment provides the Company with the ability to utilize a wider range of commercialization strategies with respect to the
acquired technology.
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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IMPRIMIS
PHARMACEUTICALS, INC. |
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Dated:
October 15, 2013 |
By: |
/s/
Andrew R. Boll |
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Name: |
Andrew R. Boll |
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Title: |
Vice-President,
Accounting and Public Reporting |
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