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): March 30, 2020
CONATUS PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-36003 |
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20-3183915 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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16745 West Bernardo Drive, Suite 250 San Diego, CA |
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92127 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (858) 376-2600
(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. below):
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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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: |
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Trading symbol: |
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Name of each exchange on which registered: |
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Common Stock, par value $0.0001 per share |
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CNAT |
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The Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Sublease Agreement
On March 30, 2020, Conatus Pharmaceuticals Inc. (the “Company”) and Pacific Real Estate Partnership (“Subtenant”) entered into an amendment (the “Amendment”) to that certain Sublease Agreement, dated December 18, 2019 (the “Sublease”). Pursuant to the Sublease, the Company agreed to sublet to Subtenant approximately 13,225 rentable square feet of office space (the “Premises”), which the Company currently leases, at 16745 West Bernardo Drive, San Diego, CA 92127. At the commencement of the Sublease, the Company sublet 9,954 rentable square feet of the Premises (the “Initial Premises”), and, prior to the Amendment, the remaining 3,271 rentable square feet of the Premises (the “Expansion Premises”) was set to commence on April 1, 2020. Pursuant to the Amendment, the Company will sublet the Expansion Premises commencing on May 15, 2020.
The descriptions of the terms and conditions of the Sublease and the Amendment set forth herein are not complete and are qualified in its entirety by reference to the full text of the Sublease, a copy of which was filed as an exhibit to the Company’s annual report on Form 10-K for the year ending December 31, 2019, and to the full text of the Amendment, a copy of which is filed as an exhibit to this current report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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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.
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Date: March 30, 2020 |
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CONATUS PHARMACEUTICALS INC. |
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By: |
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/s/ Keith W. Marshall, Ph.D., M.B.A. |
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Name: |
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Keith W. Marshall, Ph.D., M.B.A. |
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Title: |
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Executive Vice President, Chief Operating Officer and Chief Financial Officer |
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Exhibit 10.1
FIRST AMENDMENT TO SUBLEASE AGREEMENT
THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (the “First Amendment”) made as of this 30th day of March, 2020, by and between CONATUS PHARMACEUTICALS INC., a Delaware corporation (hereinafter referred to as Sublessor) and REAL ESTATE OF THE PACIFIC DBA PACIFIC SOTHEBY’S INTERNATIONAL REALTY a California corporation (hereinafter referred to as Sublessee).
WITNESSETH:
WHEREAS, on February 28, 2014, Sublessor, as Tenant, entered into a lease (which lease, including the First Amendment to Lease Agreement dated May 29, 2015, is hereinafter referred to as the "Master Lease") with The Point Office Partners, LLC, as Landlord (hereinafter referred to as the "Master Lessor"), which lease, concerns approximately 9,954 rentable square feet located in Suite 200 (the "Initial Premises") and 3,271 rentable square feet located in Suite 250 (the “Expansion Premises”, together with the Initial Premises, 13,225 rentable square feet referred to as the “Subleased Premises”) within that certain building located at 16745 West Bernardo Drive, San Diego, California (the “Building”);
WHEREAS, on December 18, 2019, Sublessor and Sublessee entered into a Sublease Agreement (the “Sublease”) for the Subleased Premises; and
WHEREAS, Sublessor and Sublessee desire to amend the Sublease to modify the commencement for the sublease of the Expansion Premises.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee hereby agree as follows:
1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Sublease. All references in this First Amendment to the “Sublease” shall be deemed to be references to the Sublease as amended by this First Amendment.
2. Expansion Premises Commencement Date. Effective as of the date hereof, all references in the Sublease to the Expansion Premises Commencement Date shall be deemed to be references to May 15, 2020.
[The following page is the signature page.]
IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this First Amendment effective as of the day and year first‑above written.
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SUBLESSOR: |
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SUBLESSEE: |
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CONATUS PHARMACEUTICALS INC. |
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REAL ESTATE OF THE PACIFIC DBA |
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PACIFIC SOTHEBY’S INTERNATIONAL |
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REALTY |
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By: |
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/s/ Keith W. Marshall, Ph.D., M.B.A. |
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By: |
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/s/ Brian Arrington |
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Name: |
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Keith W. Marshall, Ph.D., M.B.A |
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Name: |
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Brian Arrington |
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Title: |
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EVP, COO & CFO |
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Title: |
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CEO |
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Date: |
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March 30, 2020 |
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Date: |
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March 27, 2020 |