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): April 3, 2017
AUDENTES THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-37833 | 46-1606174 | |
|
(Commission File Number) |
(IRS Employer Identification No.) |
|
600 California Street, 17th Floor San Francisco, California |
94108 | |
| (Address of principal executive offices) | (Zip Code) |
(415) 818-1001
(Registrant’s telephone number, including area code)
(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)) |
| Item 7.01 | Regulation FD. |
On March 21, 2017, Audentes Therapeutics, Inc. (“Company”) entered into an amendment to the Exclusive License and Collaboration Agreement, dated May 3, 2016, by and between the Company and The Trustees of the University of Pennsylvania. A copy of the amendment is filed herewith as Exhibit 10.01.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit
|
Description |
|
| 10.01 † | Second Amendment to Exclusive License and Collaboration Agreement, dated March 21, 2017, by and between the Company and The Trustees of the University of Pennsylvania. | |
| † | The Company has omitted and filed separately with the SEC portions of the exhibit pursuant to a confidential treatment request under Rule 24b-2 promulgated under the Exchange Act. |
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.
| AUDENTES THERAPEUTICS, INC. | ||||||
|
Date: April 3, 2017 |
By: |
/s/ Thomas Soloway |
||||
| Thomas Soloway | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.01 † | Second Amendment to Exclusive License and Collaboration Agreement, dated March 21, 2017, by and between the Company and The Trustees of the University of Pennsylvania. | |
| † | The Company has omitted and filed separately with the SEC portions of the exhibit pursuant to a confidential treatment request under Rule 24b-2 promulgated under the Exchange Act. |
EXHIBIT 10.01
| [*] |
Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
SECOND AMENDMENT TO EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT
THIS SECOND AMENDMENT (“Second Amendment”) is entered into as of March 21, 2017 (the “ Second Amendment Effective Date ”) by and between Audentes Therapeutics Inc., having its principal offices at 600 California Street, 17 th Floor, San Francisco, CA 94108 (“Audentes”), and The Trustees of the University of Pennsylvania , a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3160 Chestnut Street, Suite 200, Philadelphia, PA 19104-6228 (“Penn”). Audentes and Penn are referred to collectively as the “ Parties ” and individually as a “ Party .”
WHEREAS, the Parties entered into an Exclusive License and Collaboration Agreement having an effective date of May 3, 2016 (“Original Agreement”), which was subsequently amended by the First Amendment dated December 21, 2016 (the “First Amendment”). Collectively, the Original Agreement and First Amendment shall be referred to as the “Agreement.”;
WHEREAS, the Parties now intent to extend the Work Plan to include additional studies to be conducted at Penn and associated additional budget for such studies; and
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in the Agreement and herein, and intending to be legally bound hereby, the Parties amend the Agreement and otherwise agree as follows:
| 1. | The Work Plan contained in Exhibit C of the Original Agreement as amended by the First Amendment is hereby further amended to also include Schedule A to this Second Amendment, listing the research projects added to the Work Plan. |
| 2. | The budget and payment schedule contained in Exhibit C of the Original Agreement as amended by the First Amendment is hereby further amended to include Schedule B of this Second Amendment, listing the additional budget and payment schedule to support the research projects described in Schedule A hereto. |
| 3. | This Second Amendment and the Agreement contain the entire understanding between the Parties and supersedes any and all prior agreements, understandings and arrangements whether written or oral between the Parties with respect to the matters contained in the Agreement and this Second Amendment. No amendments, changes, modifications or alterations of the terms and conditions of this Second Amendment shall be binding upon any Party, unless in writing and signed by an authorized representative of each Party. |
| 4. | All terms and conditions of the Agreement not changed by this Second Amendment shall remain in full force and effect. |
| 5. | Signatures on this Second Amendment may be communicated by facsimile or e-mail transmission and shall be binding upon the Parties upon receipt by transmitting the same by facsimile or e-mail, which signatures shall be deemed originals. If executed in counterparts, the Second Amendment shall be effective as if simultaneously executed. |
(Signature page follows.)
University of Pennsylvania
Page 2 of 4
IN WITNESS WHEREOF the Parties hereto have caused this Second Amendment to be executed and delivered by their duly authorized representatives as set forth below.
| A GREED ON BEHALF OF : | A GREED ON BEHALF OF : | |||||||
| A UDENTES T HERAPEUTICS I NC . | T HE T RUSTEES OF THE U NIVERSITY OF P ENNSYLVANIA | |||||||
| By: |
/s/ Matthew Patterson |
By: |
/s/ John S. Swartley |
|||||
| (Signature) | (Signature) | |||||||
| Name: |
Matthew Patterson |
Name: |
John S. Swartley |
|||||
| Title: |
President and CEO |
Title: |
Managing Director, Penn Center for Innovation |
|||||
| A CKNOWLEDGED AS R EAD AND U NDERSTOOD BY I NSTITUTION P RINCIPAL I NVESTIGATOR | ||||||||
|
/s/ Dr. James Wilson |
||||||||
|
(Signature) |
||||||||
| Name: |
Dr. James Wilson |
|||||||
University of Pennsylvania
Page 3 of 4
Schedule A
New Task 7 – Studies Requested by Audentes
Updated New Study 1 (to replace “New Study 1” as described in Amendment 1) –Bridging Study
| [*] | [remainder of page and 2 additional pages redacted] |
*Confidential Treatment Requested.
University of Pennsylvania
Page 4 of 4
Schedule B
| Total Additional Budget for 2017: | $ | 331,487 |
Payment Schedule:
|
Payment Due Date |
Amount of Payment | |||
| Within 7 days of signing of the Agreement | $ | 331,487 | ||