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
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October 3, 2019 |
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Date of Report (Date of Earliest Event Reported) |
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Sun BioPharma, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Delaware |
000-55242 |
87-0543922 |
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(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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712 Vista Blvd #305 Waconia, Minnesota |
55387 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(952) 479-1196 |
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(Registrant’s Telephone Number, Including Area Code) |
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(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 (see General Instruction A.2):
☐ 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: None.
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 October 3, 2019, Sun BioPharma, Inc. (the “Company”) entered into the Second Amendment (the “Second Amendment”) to License Agreement No. A9672, effective as of December 22, 2011 (the “License Agreement”) with the University of Florida Research Foundation, Inc. (“UFRF”). The License Agreement continues to entitle the Company to a worldwide exclusive license from UFRF for the polyamine analogue compound (“SBP-101”). The Second Amendment (i) eliminates the Company’s obligation to make any future milestone and minimum royalty payments to UFRF; (ii) clarifies the obligation of the Company to make certain payments to UFRF in the event the Company sub-licenses SBP-101 to another party; (iii) reduces the period during which the Company is required to pay royalties on future commercial sales of SBP-101 to the shorter of ten years or the expiration of the period of regulatory exclusivity on a country-by-country basis; and (iv) extends the deadline for the first commercial sale of SBP-101 to December 31, 2025 before UFRF may exercise its termination rights under the License Agreement.
The foregoing description does not purport to be a complete summary of the terms of the Second Amendment and is qualified by reference to the full text of the Second Amendment, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
Method of Filing |
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10.1 |
Filled Electronically |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUN BIOPHARMA, INC. |
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Date: October 9, 2019 |
By: |
/s/ Susan Horvath |
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Susan Horvath |
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Chief Financial Officer |
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Exhibit 10.1
SECOND AMENDMENT TO
LICENSE AGREEMENT NO. A9672
WHEREAS, the University of Florida Research Foundation, Inc., a not-for-profit corporation duly organized and existing under the laws of the State of Florida and having its principal office at 223 Grinter Hall, Gainesville, Florida 32611 U.S.A. (hereinafter referred to as “UFRF”), and Sun BioPharma, Inc., a Delaware corporation, and having its principal mailing address at 712 Vista Blvd, #305, Waconia, MN 55387, (hereinafter referred to as “Licensee”) entered into a License Agreement effective December 22, 2011 (hereinafter “License Agreement”);
WHEREAS the parties entered into a “First Amendment to License Agreement N0. A9672” effective December 12, 2016;
WHEREAS the parties now wish to further amend the License Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein the parties hereto agree as follows;
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1. |
In Section 2.2.2 of the License Agreement, delete |
| “Up to 2 years from Effective Date of this Agreement | 25% |
| Between 2 years, 1 day and 4 years from Effective Date | 15% |
| After 4 years from Effective Date | 10%” |
and replace it with
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“For such consideration received, on a country by country basis, for clinical milestones and first commercial sale of each Licensed Product and Licensed Process |
10% |
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For all other such consideration received, on a country by country basis, for each Licensed Product and Licensed Process |
10%” |
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2. |
In Section 3.1.2, delete the entire text and replace it with, “Licensee agrees that the first commercial sale of products to the retail customer shall occur on or before December 31, 2025, or UFRF shall have the right to terminate this Agreement pursuant to Section 9 .3 hereto.” |
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3. |
Delete item (iv) in Section 4.4 and all references to item (iv) in section 4.4. |
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4. |
In Section 4.4 of the License Agreement, delete |
“Royalties are payable for the longer of (a) the last to expire of the claims in the Licensed Patents pursuant to sections (i) and (ii) above, or (b) ten (10) years from the first commercial sale of a Licensed Product or Licensed Process in each country in which the Licensed Product or Licensed Process is sold pursuant to section (iii) and (iv) above.”
and replace it with:
“Royalties are payable until the shorter of (a) ten (10) years from the first commercial sale of a Licensed Product or Licensed Process in each country in which the Licensed Product or Licensed Process is sold pursuant to section (iii) above; and (b) the expiration of the period of regulatory exclusivity for a Licensed Product on a country-by-country basis.”
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5. |
Delete Section 4.5 in its entirety. |
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6. |
Delete Section 4.6 in its entirety. |
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7. |
Delete “Appendix D – Milestones” in the table of Contents and delete Appendix D in its entirety. |
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8. |
This amendment shall be effective on the date of the second signature below and shall be referred to as the Second Amendment. |
UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC.
By: ____________________________________
<name>
<title>
Date:___________________________________
SUN BIOPHARMA, INC.
By: ____________________________________
<name>
<title>
Date:___________________________________