ACHAOGEN, INC. (NASDAQ:AKAO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry Into a Definitive Agreement.
On May 4, 2017, Achaogen, Inc. (the Company) entered into an
agreement with the Bill Melinda Gates Foundation (the Gates
Foundation) to discover drug candidates against gram-negative
pathogens intended to prevent neonatal sepsis (the Grant
Agreement). to the Grant Agreement, the Gates Foundation awarded
the Company up to $10.5 million in grant funding over a
three-year research term, of which approximately $3.2 million
will be advanced to the Company within 15 days after signing (the
Advance Funds).
Concurrently with the Grant Agreement, the Company entered a
Common Stock Purchase Agreement (the Purchase Agreement) with the
Gates Foundation, to which the Company sold 407,331 shares of its
common stock (the Shares) on May 5, 2017 to the Gates Foundation
at a purchase price per share equal to $24.55, for gross proceeds
to the Company of $10.0 million (the Gates Investment).
In connection with the Grant Agreement and the Gates Investment,
on May 4, 2017, the Company and the Gates Foundation entered into
a Letter Agreement (the Letter Agreement), to which the Company
agreed to use the proceeds from the Gates Investment and Advance
Funds only to, among other things, conduct mutually agreed upon
work, including the scale up of the Companys platform technology
to launch a product intended to prevent neonatal sepsis (the
NSP). to the Letter Agreement, the Company agreed to make the NSP
available and accessible in certain developing countries and to
grant the Gates Foundation a non-exclusive license to
commercialize selected drug candidates in specified developing
countries, which may only be exercised in the event of certain
defaults as described in the Letter Agreement (the Global
Access). The Global Access will continue in effect until the
earlier of 25 years from the closing of the Gates Investment or 7
years following the termination of all funding provided by the
Gates Foundation; provided, that the Global Access will continue
for any products or services developed with funding provided by
the Gates Foundation which continue to be developed or available
in certain developing countries.
If the Company defaults in its obligation to conduct certain
mutually-agreed upon work or use the proceeds from the Gates
Investment as described in the Letter Agreement, or otherwise
triggers certain other events of default as described in the
Letter Agreement, subject to a cure period, the Gates Foundation
will have the right to request that (a) the Company redeem, or
facilitate the purchase by a third party of, the Shares then held
by the Gates Foundation at a price per share equal to the greater
of (i) the fair market value of the common stock (if the Shares
are freely tradable, the closing price of the Companys common
stock on the trading day prior to the redemption or purchase, as
applicable), or (ii) an amount equal to $24.55 plus a compounded
annual return of 5% from the date of issuance of the Shares, or
(b) if the Shares then held by the Gates Foundation are not
freely tradeable, the Company register the resale of the Shares
held by the Gates Foundation on an effective registration
statement, subject to certain conditions and qualifications.
The foregoing is only a summary description of the terms of the
Letter Agreement, does not purport to be complete and is
qualified in its entirety by reference to the Letter Agreement,
which will be filed as an exhibit to the Companys next quarterly
report on Form 10-Q.
Item 2.02. Results of Operations and Financial Condition.
On May 8, 2017, the Company issued a press release announcing its
financial results for the first quarter ended March 31, 2017. The
press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Form 8-K and the
Exhibit 99.1 attached hereto shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended (the Securities Act), or
incorporated by reference in any filing of the Company under the
Securities Act or the Exchange Act, whether made before or after
the date hereof, regardless of any general incorporation language
in such filing.
Item 3.02Unregistered Sales of Equity Securities.
The information contained in the second paragraph of Item 1.01
above is incorporated herein by reference.
The Shares are being issued in a private placement to the
exemption from registration under Section 4(a)(2) of the
Securities Act and Regulation D promulgated under the Securities
Act.
Item 9.01Financial Statements and Exhibits
(d)Exhibits.
|
Exhibit Number |
Description |
|
99.1 |
Press Release |
About ACHAOGEN, INC. (NASDAQ:AKAO)
Achaogen, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery, development and commercialization of antibacterials to treat multi-drug resistant (MDR) gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant enterobacteriaceae (CRE). Plazomicin is an aminoglycoside designed to overcome clinically relevant aminoglycoside resistance mechanisms. In addition, its research and development pipeline includes two programs that specifically target Pseudomonas aeruginosa or Acinetobacter baumannii infections: a program to discover and develop small molecule inhibitors of LpxC, which is an enzyme essential for the synthesis of the outer membrane of gram-negative bacteria, and a therapeutic antibody program. Its development plan for plazomicin includes over two Phase III clinical trials. ACHAOGEN, INC. (NASDAQ:AKAO) Recent Trading Information
ACHAOGEN, INC. (NASDAQ:AKAO) closed its last trading session down -0.61 at 23.49 with 670,391 shares trading hands.