Current Report Filing (8-k)
January 05 2021 - 4:50PM
Edgar (US Regulatory)
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2021-01-05
2021-01-05
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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):
January 5, 2021
RHYTHM PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-38223
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46-2159271
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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222 Berkeley Street
12th Floor
Boston, MA 02116
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (857) 264-4280
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.001 par value per share
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RYTM
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The Nasdaq Stock Market LLC
(Nasdaq Global 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 x
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.
On January 5, 2021, Rhythm Pharmaceuticals, Inc. (the “Company”)
entered into an asset purchase agreement (the “PRV Transfer Agreement”) with Alexion Pharmaceuticals, Inc. (“Buyer”),
pursuant to which the Company agreed to sell its Rare Pediatric Disease Priority Review Voucher (“PRV”) to Buyer. The
Company was awarded the voucher under a U.S. Food and Drug Administration (“FDA”) program intended to encourage the
development of certain rare pediatric disease product applications. The Company received the PRV when IMCIVREE™ (setmelanotide)
was approved by the FDA for chronic weight management in adult and pediatric patients 6 years of age and older with obesity due
to proopiomelanocortin (POMC), proprotein convertase subtilisin/kexin type 1 (PCSK1) or leptin receptor (LEPR) deficiency confirmed
by genetic testing. Pursuant to the PRV Transfer Agreement, Buyer agreed to pay the Company $100 million, payable in cash, upon
the closing of the sale.
The PRV Transfer Agreement contains customary representations,
warranties, covenants, and indemnification provisions subject to certain limitations. The transaction remains subject to customary
closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
The foregoing description of the PRV Transfer Agreement does
not purport to be complete and is qualified in its entirety by the full text of the PRV Transfer Agreement, a copy of which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the “Current Report”)
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements
contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements,
including without limitation statements regarding the completion of the transactions contemplated by the PRV Transfer Agreement.
Statements using words such as “expect”, “anticipate”, “believe”, “may”, “will”
and similar terms are also forward-looking statements. These statements are neither promises nor guarantees, but involve known
and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements,
including, but not limited to, the important factors discussed under the caption “Risk Factors” in our Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2020 and our other filings with the Securities and Exchange Commission.
Except as required by law, we undertake no obligations to make any revisions to the forward-looking statements contained in this
Current Report or to update them to reflect events or circumstances occurring after the date of this Current Report, whether as
a result of new information, future developments or otherwise.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURES
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 hereunto
duly authorized.
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RHYTHM PHARMACEUTICALS, INC.
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Date: January 5, 2021
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By:
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/s/ Hunter Smith
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Hunter Smith
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Chief Financial Officer
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