On January 27, 2023, the Company entered into an asset purchase agreement (the “Prevail Agreement”) with Prevail Therapeutics Inc., an affiliate of Eli Lilly and Company (“Prevail”), pursuant to which the Company agreed to sell and assign to Prevail certain patent rights, data, know-how, regulatory filings, inventory and contracts in connection with the Company’s GJB2 gene therapy product, OTO-825. In exchange for assigning these assets to Prevail, Prevail agreed to pay the Company a one-time payment of five million dollars ($5,000,000). Prevail further agreed to assume certain liabilities of the Company related to the transferred assets. The parties agreed that, among other things, filing a Certificate of Dissolution with the Secretary of State of the State of Delaware is a closing condition of the Prevail Agreement. On January 27, 2023, the Company also agreed to terminate its collaboration agreement with Applied Genetic Technologies Corporation (“AGTC”) related to OTO-825 and to acquire AGTC’s rights in certain data, know-how, patent rights and inventory, which will be included in the assets the Company has agreed to assign to Prevail. The termination of the collaboration agreement with AGTC and AGTC’s assignment of certain assets to the Company will become effective immediately prior to the closing of the Prevail Agreement and in consideration for such termination and assignment by AGTC, the Company has agreed to make a one-time payment to AGTC of approximately one million one hundred fifty thousand dollars ($1,150,000) on the closing of the Prevail Agreement.
On January 23, 2023, the Company entered into an asset purchase agreement (the “Spiral Agreement”) with Spiral Therapeutics Inc. (“Spiral”) pursuant to which the Company agreed to sell and assign to Spiral (a) data related to OTO-104 (also known as OTIVIDEX), a sustained-exposure formulation of dexamethasone, (b) patent rights, data and know-how related to OTO-510, an otoprotectant, and (c) data and inventory related to OTO-413, a sustained-exposure formulation of BDNF, and all related rights and causes of action with respect to such assets. In exchange for assigning these assets to Spiral, Spiral agreed to pay the Company a one-time payment of two hundred fifty thousand dollars ($250,000). The parties agreed that stockholder approval of the dissolution of the Company is a closing condition of the Spiral Agreement.
On January 23, 2023, the Company entered into an asset purchase agreement (the “Dompé Agreement”) with Dompé farmaceutici S.p.A. (“Dompé”) pursuant to which the Company agreed to sell and assign to Dompé certain patents and patent applications related to the Company’s OTO-413 program and related rights and any causes of action to enforce such transferred patents. In exchange for assigning these patent rights to Dompé, Dompé agreed to pay the Company a one-time payment of one hundred fifty-six thousand dollars ($156,000). The parties agreed that filing a Certificate of Dissolution with the Secretary of State of the State of Delaware is a closing condition of the Dompé Agreement.
Cautionary Note Regarding 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. Any statements contained in this Current Report on Form 8-K that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “intends,” “expects,” “estimates,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements related to the Company’s anticipated future board composition, the Prevail Agreement, the Spiral Agreement and the Dompe Agreement, are based upon the Company’s current expectations. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, among other things, the risks and uncertainties related to completion of the Company’s dissolution, on the anticipated terms or at all. More information about the risks and uncertainties faced by the Company is contained in the section titled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022. The forward-looking statements are based on information available to the Company as of the date hereof. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.