Achillion Pharmaceuticals, Inc. (NASDAQ:ACHN) Files An 8-K Entry into a Material Definitive Agreement


Achillion Pharmaceuticals, Inc. (NASDAQ:ACHN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Offering described above, the Company entered into a letter agreement (the “Letter Agreement”), dated November14, 2017, with the Selling Stockholder to which the Company and the Selling Stockholder agreed, effective upon execution and delivery of the Underwriting Agreement, as follows: (1)the Company agreed to release the restrictions on the disposition of the Shares by the Selling Stockholder, which the Selling Stockholder previously agreed to in a February 23, 2017 lock-up agreement (the “Lock-Up Agreement”) in connection with the filing of the Registration Statement; (2)the Company and the Selling Stockholder agreed to amend the investor agreement (the “Investor Agreement”) that the Company and the Selling Stockholder entered into on July1, 2015 in connection with the Selling Stockholder’s acquisition of the Shares to provide that the Company would pay $2,879,081.49 of the aggregate underwriting discounts and commissions of the Offering, which was determined based on a calculation set forth in the Letter Agreement; and (3)the Company and the Selling Stockholder agreed that, following the closing of the Offering, the Investor Agreement would terminate and be of no further force or effect.

A copy of the Letter Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit, the Investor Agreement, which the Company filed as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the SEC on August 10, 2015 and the Lock-Up Agreement, which the Company filed as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 23, 2017.

Item 1.01. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 above, as to the Company’s entry into the Letter Agreement and the termination of the Investor Agreement in connection with the closing of the Offering, is incorporated by reference into this Item 1.01.

The Company issued press releases on November14, 2017 and November15, 2017 announcing the commencement of the Offering referred to in Item 1.01 of this Current Report on Form 8-K and the pricing of the Offering, respectively. These press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

Item 1.01. Financial Statements and Exhibits.

(d) The following exhibits are included in this report:




1.1 Underwriting Agreement, dated November15, 2017, by and among the Company, Goldman Sachs & Co. LLC and Leerink Partners LLC, as representatives of the underwriters named therein and Johnson& Johnson Innovation-JJDC, Inc., as selling stockholder.
10.1 Letter Agreement, dated November14, 2017, by and between the Company and Johnson& Johnson Innovation-JJDC, Inc.
99.1 Press Release, dated November14, 2017.
99.2 Press Release, dated November15, 2017.

EX-1.1 2 d460918dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Achillion Pharmaceuticals,…
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About Achillion Pharmaceuticals, Inc. (NASDAQ:ACHN)

Achillion Pharmaceuticals, Inc. is a biopharmaceutical company. The Company’s primary business is to discover, develop and commercialize small molecule therapeutics for the treatment of infectious diseases and immune system disorders. The Company is focused on its complement inhibitor platform, directed at advancing small molecule compounds that have the potential to be used in the treatment of immune-related diseases associated with the complement system. The complement system is part of the body’s immune system. The Company has initiated a first-in-human Phase I clinical trial for its first complement factor D inhibitor, ACH-4471, to assess safety, tolerability, pharmacokinetics, or PK, and pharmacodynamics, or PD. The Company has developed a portfolio of drug candidates, including odalasvir, ACH-3422 and sovaprevir.