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): March 4, 2020 (March 3, 2020)
ARCA biopharma, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-22873 |
36-3855489 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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11080 CirclePoint Road, Suite 140, Westminster, CO |
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80020 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (720) 940-2200
Not Applicable
(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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
ABIO |
Nasdaq Capital Market |
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. ☐
Section 1 — Registrant’s Business and Operations
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Item 1.01. |
Entry into a Material Definitive Agreement. |
On March 3, 2020, ARCA biopharma, Inc. (“ARCA”) and CIO Circle Point, Limited Partnership entered into a Third Amendment to Office Lease Agreement (the “Amended Lease”), effective February 24, 2020.
Under the terms of the Amended Lease, ARCA continues to lease approximately 5,300 square feet of office facilities in Westminster, Colorado for an additional 6 month term beginning April 1, 2020. Minimum lease payments committed under the Amended Lease through September 2020 are approximately $51,000. Under the Amended Lease, ARCA has no further rights to extend or renew this lease agreement.
The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the Agreement is qualified in its entirety by reference to such exhibit.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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10.1 |
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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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Dated: March 4, 2020 |
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ARCA biopharma, Inc. |
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(Registrant) |
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By: |
/s/ Brian L. Selby |
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Name: |
Brian L. Selby |
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Title: |
Vice President, Finance and Chief Accounting Officer |
Exhibit 10.1
THIRD AMENDMENT TO OFFICE LEASE AGREEMENT
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”), dated as of the 24th day of February, 2020, is entered into by and between CIO CIRCLE POINT, LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and ARCA BIOPHARMA, INC., a Delaware corporation (“Tenant").
Recitals:
A.Landlord’s predecessor in interest and Tenant entered into that certain Office Lease Agreement (“Base Lease”) dated July 21, 2013, as amended by that certain Confirmation of Commencement Date (“Confirmation”) dated October 10, 2013, that certain Amendment to Office Lease Agreement (“First Amendment”) dated March 2, 2016, and that certain Second Amendment to Office Lease Agreement (“Second Amendment”) dated October 10, 2019 (the Base Lease, as amended by the Confirmation, the First Amendment and the Second Amendment, is referred to herein as the “Lease”), pertaining to approximately 5,326 rentable square feet of space known as Suite 140 (the “Premises”) in the building known as CirclePoint Corporate Center II (the “Building”) having an address of 11080 CirclePoint Road, Westminster, Colorado 80021. Initially capitalized terms not otherwise defined herein have the same meaning as in the Lease.
B.The Term of the Lease is scheduled to expire on March 31, 2020, and the parties desire to extend the Term of the Lease upon the terms set forth herein.
C.Landlord and Tenant desire to memorialize the extension of the Term of the Lease, and otherwise amend the Lease in the manner and form hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, Landlord and Tenant hereby agree as follows:
1.The Term of the Lease is hereby extended for a period of six (6) calendar months (the “Second Extension Term”), commencing on April 1, 2020 (“Second Extension Commencement Date”), and expiring on September 30, 2020. Tenant has no further rights to extend or renew the Term of the Lease, and any such rights set forth in the Lease are hereby deleted in their entirety.
2.For periods prior to the Second Extension Commencement Date, Tenant shall pay Minimum Monthly Rent as provided in the Lease without regard to this Amendment. From and after the Second Extension Commencement Date and for the duration of the Second Extension Term, Tenant shall pay Minimum Monthly Rent in the manner provided in the Lease in accordance with the following Minimum Monthly Rent schedule:
PeriodRate per RSF/YearMinimum Monthly Rent
4/1/2020 – 9/30/2020 $19.00$8,432.83
3.For the duration of the Term, as hereby extended, in addition to Minimum Monthly Rent, Tenant shall be obligated to pay all other sums payable by Tenant in accordance with the Lease applicable to the Premises, including, without limitation, payment of Operating Cost Rent and all other Additional Rent and other charges payable by Tenant pursuant to the Lease.
4.Landlord has no obligation to make or pay for alterations or improvements to the Premises and Tenant hereby accepts the Premises as of the date of this Amendment and for the duration of the Second Extension Term in its current “as is” condition.
5.Tenant hereby represents and warrants to Landlord that it has not engaged any broker in connection with the negotiation and/or execution of this Amendment. Tenant has no knowledge of any other broker’s involvement in this transaction. Tenant will indemnify Landlord against any claim or expense (including, without limitation, attorneys’ fees) paid or incurred by Landlord as a result of any claim for commissions or fees by any other broker, finder, or agent, whether or not meritorious, employed by Tenant or claiming by, through or under Tenant.
6.If there is any conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment govern. The Lease as hereby amended is in full force and effect, is hereby ratified and affirmed by the parties, and is binding upon the parties in accordance with its terms.
7.Time is of the essence herein.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written and it is effective upon delivery of a fully executed copy to Tenant.
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TENANT: ARCA BIOPHARMA, INC., a Delaware corporation
By:/s/ Brian Selby________________ Name:Brian Selby Title:Vice President, Finance
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LANDLORD: CIO CIRCLE POINT, LIMITED PARTNERSHIP, a Delaware limited partnership
By: CIO Circle Point GP, LLC, a Delaware limited liability company, its Sole General Partner
By:_/s/ Greg Tylee____________ Name:Greg Tylee ______________ Title:Vice President_____________
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