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 6,
2022
IONIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-19125
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33-0336973
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(Commission File No.)
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(IRS Employer Identification No.)
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2855 Gazelle Court
Carlsbad, CA 92010
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760)
931-9200
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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, $.001 Par Value
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“IONS”
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The Nasdaq Stock Market, LLC
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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
(Section 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (Section 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.
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Item 1.01 |
Entry into a Material Definitive Agreement.
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On October 6, 2022, Ionis Pharmaceuticals, Inc. (the “Company”)
entered into a Lease Agreement with Sudberry Development, Inc. (the
“Landlord”)
whereby the Company agreed to lease and the Landlord agreed to
construct a building (the “Building”)
consisting of approximately 217,000 rentable square feet composed
of manufacturing space, office space, research and development
space, and warehouse space, on land located in the City of
Oceanside, contingent on requisite approvals from the City of
Oceanside (the “Lease”).
The Company will use the Building as a new development chemistry
and manufacturing site. The Lease expires on the 20-year,
three-month anniversary of the substantial completion of Landlord’s
work obligations for the Building (“Substantial
Completion”), as further defined in the Lease (the
“Term”),
with options for the Company to extend the Lease for two additional
terms of 10 years each.
The
Company has agreed to pay Landlord a base rent at fair market
value, which the Company and Landlord have agreed will be equal to
7.9% of the actual costs of constructing the Building (the
“Base
Rent”),
in monthly installments during the Term, which will increase
annually by 3%. The Company will begin paying Base Rent 90 days
following Substantial Completion. Substantial Completion, as
contemplated by the Lease, is
anticipated to occur within 24 months
following the requisite approvals from the City of Oceanside. In
addition to Base Rent, the Company will pay various operating
expenses and utilities, among other additional rent
expenses.
If the Company exercises its options to extend the Lease beyond the
Term, the Company has agreed to pay Landlord rent at the
then-prevailing market rate for new leases of comparable life
sciences manufacturing space, provided that the rent for (i) the
first extension term will not be less than the Base Rent on the
last day of the 15th year of the Term, and (ii) the
second extension term will not be less than the Base Rent on the
last day of the 20th year of the Term, in each case
increasing by 3% annually during each extension term.
During the Term of the Lease and any extensions thereof, the
Company has a right of first offer to purchase the Building.
Further, the Company has a right of first offer to lease all or
part of any comparable industrial space owned by the Landlord
within the larger development project of which the Building is a
part.
The foregoing summary of the Lease does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Lease, a copy of which will be filed as an exhibit to the
Company’s Annual Report on Form 10-K for the quarter and year ended
December 31, 2022.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainties. All
forward-looking statements included in this report, including
statements regarding the anticipated construction timing, are based
upon information available to the Company as of the date of this
report, which may change, and the Company assumes no obligation to
update any such forward-looking statements. Although the Company’s
forward-looking statements reflect the good faith judgment of its
management, these statements are based only on facts and factors
currently known by the Company. These statements are not guarantees
of future performance and actual results could differ materially
from the Company’s current expectations. As a result, you are
cautioned not to rely on these forward-looking statements. Factors
that could cause or contribute to such differences include the
risks and uncertainties discussed in the “Risk Factors” section of
the Company’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 25, 2022 and other subsequent
filings the Company makes with the Securities and Exchange
Commission from time to time, as well as market risks, trends and
conditions. The Company assumes no obligation and does not intend
to update the forward-looking statements provided, whether as a
result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
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Ionis Pharmaceuticals, Inc.
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Dated: October 12, 2022
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By:
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/s/ Patrick R. O’Neil
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Patrick R. O’Neil
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Executive Vice President, Chief Legal Officer and General
Counsel
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