Concert Pharmaceuticals, Inc. (NASDAQ:CNCE) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On July 25, 2017, Concert Pharmaceuticals, Inc. (the “Company”) completed its previously announced sale of the cystic fibrosis assets of the Company, including CTP-656, for up to $250 million to an Asset Purchase Agreement (the “Purchase Agreement”) with Vertex Pharmaceuticals (Europe) Limited (“Vertex”).
Upon the closing of the Purchase Agreement, Vertex paid to the Company $160 million in cash consideration, with $16 million of such consideration to initially be held in escrow to satisfy certain indemnification obligations of the Company. Additionally, upon the achievement of certain milestone events, Vertex has agreed to pay the Company an aggregate of up to $90 million after the closing. Of this amount, $50 million will become payable to the Company upon receipt of marketing approval for a combination treatment regimen containing CTP-656 for patients with cystic fibrosis in the U.S., and $40 million will become payable to the Company upon completion of a pricing and reimbursement agreement in the first of the United Kingdom, Germany or France with respect to a combination treatment regimen containing CTP-656 for patients with cystic fibrosis.
The foregoing description of the Purchase Agreement and the transactions contemplated by the Purchase Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was attached as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2017 and the terms of which are incorporated herein by reference.
Item 8.01. Other Events.
On July 25, 2017, the Company issued a press release announcing the closing of the Purchase Agreement, as previously described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The Exhibits to this Current Report on Form 8-K are listed in the Exhibit Index attached hereto.
CONCERT PHARMACEUTICALS, INC. ExhibitEX-99.1 2 exhibit991pr.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Vertex and Concert Pharmaceuticals Complete Asset Purchase Agreement for CTP-656Boston and Lexington,…To view the full exhibit click here
About Concert Pharmaceuticals, Inc. (NASDAQ:CNCE)
Concert Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of small molecule drugs. The Company operates through the development of pharmaceutical products on its own behalf or in collaboration with others segment. It has clinical candidates under development, including AVP-786, CTP-656, CTP-730 and JZP-386. The Company’s deuterated chemical entity platform (DCE Platform) enables it to identify compounds for deuteration and to design, evaluate, develop and manufacture deuterated compounds. The Company is utilizing its DCE Platform to discover and develop product candidates for a range of indications. The Company’s product candidate, CTP-656, is a next generation potentiator that the Company is initially developing for the treatment of cystic fibrosis in patients having gating mutations, including the G551D mutation. AVP-786 is a combination of a deuterated dextromethorphan analog and a low dose of quinidine.
