UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 29, 2015

 


 

SteadyMed Ltd.

(Exact name of registrant as specified in its charter)

 

Israel

 

001-36889

 

Not applicable

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

5 Oppenheimer Street
Rehovot 7670105, Israel

(Address of principal executive offices, including zip code)

 

925-272-4999

(Registrant’s telephone number, including area code)

 

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:

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 29, 2015, SteadyMed Therapeutics, Inc. (“ Therapeutics ”), a wholly-owned subsidiary of SteadyMed Ltd., entered into a First Lease Addendum (the “ New Lease Amendment ”) with Sunset Land Company, LLC, a California limited liability company (the “ New Landlord ”), pursuant to which (i) the term of the lease between Therapeutics and New Landlord dated May 1, 2015 (the “ New Lease ”) for corporate offices located at 2603 Camino Ramon, Suite 350, San Ramon, California (the “ Office Space ”) was amended from a period of three years after the commencement date of the New Lease to a period of four years after the commencement date of the New Lease and (ii) the New Landlord agreed to provide the Office Space to Therapeutics with the improvements shown on Exhibit C of the New Lease.

 

Additionally, on May 29, 2015, Therapeutics entered into a Third Lease Addendum (the “ Existing Lease Amendment ”) with Annabel Investment Company, a California limited partnership (the “ Existing Landlord ”), pursuant to which the expiration date of the lease between Therapeutics and Existing Landlord dated September 20, 2012, as amended, for corporate offices located at 2410 Camino Ramon, Suites 285/295, San Ramon, California was amended from May 31, 2015 to the commencement date of the New Lease.

 

The foregoing is a summary description of certain terms of the New Lease Amendment and the Existing Lease Amendment, are not complete and are qualified in their entirety by reference to the text of the New Lease Amendment and the Existing Lease Amendment, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

 

Number

 

Exhibit Description

10.1

 

First Lease Addendum dated May 29, 2015, by and between SteadyMed Therapeutics, Inc. and Sunset Land Company, LLC

10.2

 

Third Lease Addendum, dated May 29, 2015, by and between SteadyMed Therapeutics, Inc. and Annabel Investment Company

 

2



 

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.

 

 

 

 

STEADYMED LTD.

 

 

 

 

By:

/s/ David W. Nassif

Date: June 4, 2015

 

David W. Nassif

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Exhibit Description

10.1

 

First Lease Addendum dated May 29, 2015, by and between SteadyMed Therapeutics, Inc. and Sunset Land Company, LLC

10.2

 

Third Lease Addendum, dated May 29, 2015, by and between SteadyMed Therapeutics, Inc. and Annabel Investment Company

 

4


Exhibit 10.1

 

FIRST LEASE ADDENDUM

 

THIS FIRST LEASE ADDENDUM IS MADE AND ENTERED INTO THIS 29 TH  DAY OF MAY, 2015, BY AND BETWEEN SUNSET LAND COMPANY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (HEREINAFTER REFERRED TO AS “LANDLORD”) AND STEADYMED THERAPEUTICS, INC. (HEREINAFTER REFERRED TO AS “TENANT”).

 

IT IS AGREED BETWEEN LANDLORD AND TENANT TO MODIFY THE LEASE DATED MAY 1, 2015 (HEREINAFTER REFERRED TO AS “LEASE”) IN THE FOLLOWING MANNER:

 

Section 1.      PREMISES . The last two (2) sentences of this Section 1 are hereby deleted and replaced in their entirety by the following:

 

“Landlord using Landlord’s building standard materials shall provide the work as shown on the attached Exhibit C. Any changes to the plan which have been approved by Tenant and that increase the cost of the work shall be paid for by Tenant within thirty (30) days from receipt of Landlord’s invoice for any such excess cost.”

 

Section 2.      TERM

 

Subsection 2.1               Term . The Term of the Lease is hereby changed from three (3) years to four (4) years , and with such change the term is extended.

 

With the exception of the modifications set out above, all other terms, covenants and agreements of the Lease shall remain in full force and effect.

 

Landlord:

Tenant:

 

 

Sunset Land Company, LLC,

SteadyMed Therapeutics, Inc.

a California limited liability company

 

 

 

 

 

DocuSigned by:

By:

/s/ David Jew

 

By:

/s/ Jonathan Rigby

 

 

A4BA5472AB677449

Title:

VP - Finance

 

Title:

CEO

 

 

 

By:

/s/ Steven Barale

 

 

 

 

Title:

Controller

 

 

 

 

 

Date:

5-29-2015

 

Date:

5/26/2015

 

 

 

Existing Premises:

 

Bishop Ranch 3, Building EE

2603 Camino Ramon, Suite 350

San Ramon, CA 94583

 


Exhibit 10.2

 

THIRD LEASE ADDENDUM

 

THIS THIRD LEASE ADDENDUM IS MADE AND ENTERED INTO THIS 29 TH  DAY OF MAY, 2015, BY AND BETWEEN ANNABEL INVESTMENT COMPANY, A CALIFORNIA LIMITED PARTNERSHIP (HEREINAFTER REFERRED TO AS “LANDLORD”) AND STEADYMED THERAPEUTICS, INC. (HEREINAFTER REFERRED TO AS “TENANT”).

 

IT IS AGREED BETWEEN LANDLORD AND TENANT TO MODIFY THE LEASE DATED SEPTEMBER 20, 2012 , INCLUDING ALL ADDENDA TO THE LEASE UP TO AND INCLUDING THE SECOND LEASE ADDENDUM DATED MARCH 2, 2015 , (HEREINAFTER COLLECTIVELY REFERRED TO AS “LEASE”) IN THE FOLLOWING MANNER:

 

1.5                                Term :                The “ Expiration Date ” per the Lease is hereby changed from May 31, 2015 to the Commencement Date defined in the Lease for the new premises located at 2603 Camino Ramon, Suite 350 by and between SteadyMed Therapeutics, Inc. and Sunset Land Company, LLC (hereinafter referred to as the “ New Premises ”) as evidenced by the executed Exhibit G for the New Premises.

 

With the exception of the modifications set out above, all other terms, covenants and agreements of the Lease shall remain in full force and effect.

 

Landlord:

Tenant:

 

 

Annabel Investment Company,

SteadyMed Therapeutics, Inc.

a California limited partnership

 

 

 

 

 

DocuSigned by:

By:

/s/ David Jew

 

By:

/s/ Jonathan Rigby

 

 

A4BA5472A677449

Title:

VP - Finance

 

Title:

CEO

 

 

 

By:

/s/ Steven Barale

 

 

 

 

Title:

Controller

 

 

 

 

 

Date:

5-29-2015

 

Date:

5/26/2015

 

 

 

Regarding:

 

Existing Premises:

 

Bishop Ranch 6, Building L

2410 Camino Ramon, Suites 285/295

San Ramon, CA 94583