Current Report Filing (8-k)
January 06 2021 - 3:44PM
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): December 30, 2020
Lantern
Pharma Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39318
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46-3973463
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1920
McKinney Avenue, 7th Floor
Dallas,
Texas
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75201
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(Address of Principal
Executive Offices)
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(Zip Code)
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(972)
277-1136
(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 (see General Instruction A.2. below):
☐
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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))
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Securities
registered pursuant to Section 12(b) of the Act: Common Stock
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, $0.0001 par value
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LTRN
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The
Nasdaq Stock Market
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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 þ
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 Entry into a Material Definitive Agreement.
Amendment
of AF Chemicals Technology License Agreement
On
December 30, 2020, we and AF Chemicals, LLC (“AF Chemicals”) entered into a Second Addendum to Technology License
Agreement (the “Second Addendum”). The Second Addendum provides for further additions and amendments to the Technology
License Agreement and Addendum we have previously entered into with AF Chemicals for the exclusive license of global patent rights
from AF Chemicals for the treatment of cancer in humans for our product candidates LP-100 (Irofulven) and LP-184. The Technology
License Agreement, Addendum and Second Addendum are collectively referred to as the “AFC License Agreement”.
The
Second Addendum provides that, from December 30, 2020 until January 15, 2025, we will have no obligation to pay annual licensing
fees, development diligence extension payments, or patent maintenance fee payments to AF Chemicals under the AFC License Agreement.
The Second Addendum also provides for us to make specified payments to AF Chemicals within 10 days after signing and by March 31,
2021.
As part of the Second Addendum,
we have agreed to apply for specified orphan drug designations for LP-184 in the US and EU. The Second Addendum also amends and
clarifies other provisions of the Technology License Agreement, and provides us with the ability to recover a portion of initial
payments made under the Second Addendum from sublicense fees or royalty payments that may be made to AF Chemicals by us or third
parties prior to January 15, 2025. The AFC License Agreement, as amended by the Second Addendum, provides that the term of the
agreement shall continue until the later of the expiration of the last patent licensed to us under the agreement, and the last
to expire orphan drug designation, if any, relating to our product candidate LP-184 or other specified licensed technology under
the agreement.
Item
8.01 Other Events.
Califia
Pharma
On
December 30, 2020, we entered into an Evaluation and Limited Use Agreement (the “Evaluation Agreement”) with Califia
Pharma, Inc. (“Califia”). Califia’s founder, Michael J. Kelner, M.D., is a widely published researcher with
recognized expertise in the areas of illudofulvene chemistry and antibody drug conjugates. Califia has developed novel transcriptional-coupled
repair inhibitors that have demonstrated potential for an improved therapeutic index compared to traditional antibody drug conjugate
(ADC) payloads.
The
Evaluation Agreement provides for Lantern Pharma and Califia to collaborate on the in vitro and in vivo testing
and evaluation of novel Califia payloads conjugated to a Lantern Pharma targeting entity. The Evaluation Agreement also provides
us with the right to negotiate with Califia for exclusive license rights to use LP-184 and related analogs as the payload with
an affinity drug conjugate or small molecule drug conjugate targeting entity supplied by Lantern Pharma. We also have the right
under the Evaluation Agreement to negotiate for non-exclusive license rights to use a Lantern Pharma targeting entity with a payload
and linker combination selected from novel specified Califia payloads and linkers.
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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Lantern Pharma Inc.,
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A Delaware Corporation
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Dated: January 6, 2021
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By:
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/s/
David R. Margrave
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David R. Margrave, Chief Financial Officer
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2
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