Exhibit 10.1
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): July 29, 2022
Adhera Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-13789 | 11-2658569 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
8000 Innovation Parkway, Baton Rouge, LA 70820
(Address of Principal Executive Office) (Zip Code)
919-518-3748
(Registrant’s telephone number, including area code)
N/A
(Former name or 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: Not Applicable
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 July 29, 2022, Adhera Therapeutics, Inc. (the “Company”) and Melior Pharmaceuticals I, LLC (“Melior”) entered into the Second Addendum to the License Agreement (the “Second Addendum”). The License Agreement (the “Agreement”), dated August 24, 2021, granted the Company an exclusive license for the development and commercialization of Melior’s MLR-1023. The MLR-1023 license was scheduled to terminate due to the inability to meet certain milestones in the Agreement. In accordance with the Second Addendum and subject to the terms and conditions therein, the MLR-1023 license was extended until February 2023.
The material obligations of the Company under the Second Addendum include:
| ● | license payment of approximately $137,000 by the Company to Melior (this payment was made on July 29, 2022); | |
| ● | maintaining the full-time employment of its Chief Scientific Officer; and | |
| ● | raising $500,000 in working capital. |
The foregoing summary of the material terms of the form of the Second Addendum is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 10.1, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Addendum to the License Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ADHERA THERAPEUTICS, INC. | ||
| Date: August 4, 2022 | By: | /s/ Andrew Kucharchuk |
| Name: | Andrew Kucharchuk | |
| Title: | Chief Executive Officer | |
Exhibit 10.1