Current Report Filing (8-k)
August 10 2020 - 8:32AM
Edgar (US Regulatory)
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0001526119
2020-08-10
2020-08-10
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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):
August 10, 2020
Verastem, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-35403
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27-3269467
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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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117 Kendrick Street, Suite 500, Needham, MA
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02494
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (781) 292-4200
(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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¨
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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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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:
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, $0.0001 par value per share
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VSTM
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The 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 ¨
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 August 10, 2020, Verastem, Inc. (the
“Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Secura
Bio, Inc. (“Secura Bio”), pursuant to which the Company will divest its rights, title and interest in and to
COPIKTRA (duvelisib) (“COPIKTRA”), including certain related assets, in all oncology indications, to Secura Bio
(the “Transaction”). Pursuant to the Asset Purchase Agreement, Secura Bio has agreed to pay the Company
(i) an up-front payment of $70.0 million in cash payable at the closing of the Transaction (the “Closing”)
and (ii) after the Closing (a) regulatory milestone payments of up to $45.0 million, consisting of a payment of
$35.0 million upon receipt of regulatory approval of COPIKTRA in the United States for the treatment of peripheral T-cell
lymphoma and a payment of $10.0 million upon receipt of the first regulatory approval for the commercial sale of
COPIKTRA in the European Union for the treatment of peripheral T-cell lymphoma, (b) sales milestone payments of up to
$50.0 million, consisting of $10.0 million when total worldwide net sales of COPIKTRA exceed $100.0 million, $15.0 million
when total worldwide net sales of COPIKTRA exceed $200.0 million and $25.0 million when total worldwide net sales of COPIKTRA
exceed $300.0 million, (c) low double-digit royalties on the annual aggregate net sales above $100.0 million in the
United States and Europe and (d) 50% of all royalty, milestone and sublicense revenue payments payable to Secura Bio
under the Company’s existing license agreements with Sanofi, Yakult Honsha Co., Ltd. and CSPC Pharmaceutical Group
Limited, each of which will transfer to Secura Bio at the Closing, and 50% of all royalty and milestone payments payable to
Secura Bio under any license or sublicense agreement entered into by Secura Bio after the Closing in certain jurisdictions.
Pursuant to the terms of the Asset Purchase Agreement, Secura Bio will assume certain contracts, liabilities and obligations
of the Company relating to COPIKTRA. The Asset Purchase Agreement contains customary representations, warranties, covenants,
termination rights, and indemnification provisions. In addition, the completion of the Transaction is subject to certain
customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
The foregoing description of the Asset Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which will be
filed as an exhibit to a future filing by the Company with the Securities and Exchange Commission pursuant to the Securities
Exchange Act or 1934, as amended (the “Exchange Act”).
Item 2.02. Results of Operations and Financial Condition
On August 10, 2020, the Company announced its financial
results for the quarter ended June 30, 2020. In connection with the announcement, the Company issued a press release, which
is being furnished as Exhibit 99.2 to this current report on Form 8-K.
Item 7.01. Other Events
On August 10, 2020, the Company issued a press
release announcing the Transaction and posted its corporate presentation. Copies of the press release and the presentation
are furnished hereto as Exhibits 99.1 and 99.3.
Item 9.01. Financial Statements and Exhibits
SIGNATURE
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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VERASTEM, INC.
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Date: August 10, 2020
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By:
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/s/ Brian M. Stuglik
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Brian M. Stuglik
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Chief Executive Officer
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