APTEVO THERAPEUTICS INC. (NASDAQ:APVO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On September 28, 2017 Aptevo Therapeutics Inc. (“ATI”), and certain subsidiaries entered into Amendment No. 2 to Credit and Security Agreement (the “Amendment”), amending certain terms of its credit agreement with certain lenders and with Midcap Financial Trust as agent for such lenders. The amendment was entered into in order to permit the sale under the LLC purchase agreement described under Item 2.02 below and to reflect changes in the remaining business as a result of such sale.
to the Amendment, the agent and the lenders consented to the LLC purchase agreement and the consummation of the sale transaction, released the agent’s liens on the assets transferred to Venus BioTherapeutics Sub LLC (“Venus”) prior to the sale, and agreed that no prepayment of the term loans under the credit agreement would be required as a result the sale.
As part of the Amendment, the agent and the lenders agreed that: (i) the commitments of the lenders to make the remaining $15 million tranche of loans under the credit agreement were terminated, (ii) the covenant levels set forth in the minimum net commercial product revenue covenant were revised, (iii) a new covenant requiring ATI to maintain minimum unrestricted cash balances was added to the credit agreement, and (iv) the date on which the term loans begin to amortize will be extended to February 1, 2019 if ATI achieves net commercial product revenues of $16 million for the twelve month period ending June 30, 2018 and maintains such level of net commercial product revenues for each quarter prior to February 1, 2019 thereafter.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01Completion of Acquisition or Disposition of Assets.
On August 31, 2017, ATI, Aptevo BioTherapeutics LLC (“Aptevo BioT”), a wholly owned subsidiary of ATI, and Venus, a wholly owned subsidiary of Aptevo BioT (collectively, the “Company”), entered into an LLC purchase agreement with Saol International Limited (“Saol”).
On September 28, 2017, to the terms of the LLC purchase agreement, Saol completed the acquisition of all of the equity interests in Venus BioTherapeutics Sub LLC.As a result of the acquisition, Saol acquired the three hyperimmune products marketed by the Company:WinRho® SDF for autoimmune platelet disorder and hemolytic disease of the newborn; HepaGam B® for the prevention of Hepatitis B following liver transplantation and for treatment following hepatitis B exposure; and VARIZIG® for treatment following exposure to varicella zoster virus for individuals with compromised immune systems (the “Hyperimmune Products”).At the closing of the acquisition, Saol paid to ATI an amount equal to $65 million, of which Saol deposited $3.25 million in an escrow account for the purposes of satisfying any indemnification claims brought by Saol to the LLC purchase agreement. In addition, Aptevo BioT may receive (1) an additional potential milestone payment totaling up to $7.5 million related to the achievement of certain gross profit milestones and (2) up to $2.0 million related to collection of certain accounts receivable after the closing.
The LLC purchase agreement will be filed with the Securities and Exchange Commission as an exhibit to ATI’s Quarterly Report on Form10-Qfor the quarterly period ending September30, 2017, and the foregoing description of certain terms of the LLC purchase agreement is qualified in its entirety by reference to the full text of the LLC purchase agreement.
ATI’s unaudited pro forma condensed consolidated financial statements giving effect to the sale of the Hyperimmune Products are filed as Exhibit 99.1 hereto.
Item 9.01Financial Statements and Exhibits.
(b)Pro Forma Financial Statements
The pro forma financial information required to be filed under this Item 9.01(b) is attached hereto as Exhibit 99.1.
(d)Exhibits
Aptevo Therapeutics Inc. ExhibitEX-10.1 2 apvo-ex101_111.htm EX-10.1 apvo-ex101_111.htm Exhibit 10.1 amendment No. 2 to CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of September 28,…To view the full exhibit click here
About APTEVO THERAPEUTICS INC. (NASDAQ:APVO)
Aptevo Therapeutics Inc. is a biotechnology company. The Company is focused on oncology and hematology therapeutics. The Company is engaged in the discovery, development, commercialization and sale of oncology and hematology therapeutics. The Company’s technology is the ADAPTIR (modular protein technology) platform. The Company has approximately four products in the areas of hematology and infectious diseases, as well as various investigational-stage product candidates in immuno-oncology. The Company’s investigational-stage product candidates include MOR209/ES414, ES210, ES425, Otlertuzumab and 5E3. Its technology can produce monospecific and multispecific immunotherapeutic proteins that bind to various targets. The Company’s marketed products are WinRho SDF (Rho(D) Immune Globulin Intravenous (Human)), HepaGam B (Hepatitis B Immune Globulin Intravenous (Human)), VARIZIG (Varicella Zoster Immune Globulin (Human)), and IXINITY (coagulation factor IX (recombinant)).
