Argos Therapeutics, Inc. (NASDAQ:ARGS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Lease Agreement
On January 17, 2017, Argos Therapeutics, Inc. (the Company)
entered into a Lease Agreement (the Lease) with
Keystone-Centennial II, LLC (the Landlord), to which the Company
has agreed to lease 40,420 rentable square feet (the Premises),
to be up-fit through a project jointly directed and funded by the
Landlord and the Company (the Project), for occupancy and use by
the Company as office space and as a commercial manufacturing
facility. The Premises are located on North Carolina State
Universitys (NCSU) Centennial Campus in Raleigh, North Carolina.
The Project will be divided into three phases and possession of
the Premises will be delivered to the Company as each phase is
completed. The term of the Lease is one hundred twenty-three
(123) months from the date of substantial completion and delivery
of the second phase of the Premises, expected to be on or about
May 16, 2017. The Landlord has targeted completion of all three
phases of the Premises by July 31, 2017, with abatement of rent
to be provided to the Company in the event of late delivery. The
Company will have options to renew the Lease for two successive
five-year periods.
The Companys requirement to pay rent under the Lease begins on
the date on which the Landlord delivers possession of the second
phase of the Premises to the Company (the Rent Commencement
Date). The initial base monthly rent under the Lease is as
follows: (i) for the first three months following the Rent
Commencement Date, $43,788.33 per month; and (ii) for months 4-15
following the Rent Commencement Date, $87,576.67 per month.
Thereafter the base monthly rent shall increase at a rate of 3%
per year. The Company will also pay for operating expenses,
utility charges, taxes, insurance and maintenance. In addition,
the Company has provided a security deposit in the amount of $2.4
million, which has been provided in the form of a letter of
credit.
The Project will be financed by both the Landlord and the
Company, with the Landlord contributing approximately $1.6
million to the Project and the Company funding the balance. The
plans, specifications and budget for the Project are still being
finalized, however the Company estimates that the Project budget
will be approximately $6.6 million.
Either party may terminate the Lease: (i) if the Landlord fails
to or cannot repair damage to the Premises, as described in the
Lease or (ii) if the Premises are condemned by an appropriate
condemning authority. If after reasonable efforts, the parties
are unable to agree upon the plans, specifications and budget for
the Project, the parties have agreed to binding arbitration. The
Company may terminate the Lease prior to February 1, 2017 if it
determines that NC State Non-Woven Fabrics Institute, which is
another tenant in the building, will cause noise and/or
vibrations that will prevent the Company from obtaining FDA
Approval (as defined in the Lease) for its intended use of the
Premises. The Landlord may terminate the Lease upon a default by
the Company, including a failure to pay rent or failure to comply
with the Companys other obligations under the Lease, after
certain cure periods, in each case as set forth in the Lease.
The foregoing description of certain terms of the Lease does not
purport to be complete and is qualified in its entirety by
reference to the Lease that the Company intends to file as an
exhibit to its annual report on Form 10-K for the year ending
December 31, 2016.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 19, 2017, the Compensation Committee of the Board of
Directors (the Committee) of the Company, approved the payment of
bonuses with respect to the year ended December 31, 2016, annual
equity awards under the Companys 2014 Stock Incentive Plan and
salary adjustments effective January 1, 2017 for members of
executive management, including the following amounts for the
Companys named executive officers and the principal financial
officer:
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Jeffrey D. Abbey, President and Chief Executive Officer: Base salary increased to $480,000; option to purchase 386,212 shares of the Companys common stock; restricted stock award of 17,430 shares of the Companys common stock; and a cash bonus of $292,375. |
| – |
Richard D. Katz, M.D., Chief Financial Officer: Base salary increased to $305,000; option to purchase 105,000 shares of the Companys common stock; restricted stock award of 3,958 shares of the Companys common stock; and a cash bonus of $64,125. |
| – |
Charles Nicolette, Ph.D., Vice President of Research and Development and Chief Scientific Officer: Base salary increased to $385,000; option to purchase 185,000 shares of the Companys common stock; restricted stock award of 16,753 shares of the Companys common stock; and a cash bonus of $91,406. |
| – |
Joan Winterbottom, Chief Human Resources Officer: Base salary increased to $300,000; option to purchase 85,000 shares of the Companys common stock; restricted stock awards of 4,464 shares of the Companys common stock; and a cash bonus of $72,319. |
The option awards referenced above have an exercise price of
$4.85 and vest over a 4-year period, commencing January 1, 2017,
with 25% of each award vesting on January 1, 2018 and the balance
vesting in equal monthly installments over the 36-month period
thereafter. The restricted stock awards referenced above are
subject to a lapsing right of repurchase in favor of the Company
as follows: (i) the right of repurchase will lapse with respect
to 11,875 shares of Mr. Abbeys restricted stock on April 17, 2017
and with respect to the remaining 5,555 shares on December 9,
2017; (ii) the right of repurchase will lapse with respect to
3,958 shares of Dr. Katzs restricted stock on April 17, 2017;
(iii) the right of repurchase will lapse with respect to all
5,642 shares of Dr. Nicolettes restricted stock on April 17, 2017
and with respect to the remaining 11,111 shares on December 9,
2017; and (iv) the right of repurchase will lapse with respect to
all 4,464 shares of Ms. Winterbottoms restricted stock on April
17, 2017, in each case assuming such executive officer is still
providing services to the Company on such date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 1.01 shall be deemed
furnished, and not filed:
| 99.1 |
Press Release, dated January 19, 2017, entitled Argos Therapeutics Completes Lease Agreement for Commercial Manufacturing Space on the Centennial Campus of North Carolina State University |
About Argos Therapeutics, Inc. (NASDAQ:ARGS)
Argos Therapeutics, Inc. (Argos) is an immuno-oncology company. The Company is focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its technology platform called Arcelis. The Company’s Arcelis technology platform utilizes biological components from a patient’s own cancer cells or virus to generate individualized immunotherapies. The Company is engaged in the development of AGS-003 for the treatment of metastatic renal cell carcinoma (mRCC), and other cancers. It is conducting a pivotal Phase III clinical trial of AGS-003 plus sunitinib or another targeted therapy for the treatment of newly diagnosed mRCC under a special protocol assessment (SPA). It is engaged in the development of AGS-004 for the treatment of Human Immunodeficiency Virus (HIV). It has conducted over three clinical trials of AGS-004, including a Phase IIb clinical trial, Phase IIa clinical trial and Phase I clinical trial. Argos Therapeutics, Inc. (NASDAQ:ARGS) Recent Trading Information
Argos Therapeutics, Inc. (NASDAQ:ARGS) closed its last trading session up +0.03 at 5.03 with 133,384 shares trading hands.
