ELEVEN BIOTHERAPEUTICS, INC. (NASDAQ:EBIO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets
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On September 21, 2016, Eleven Biotherapeutics, Inc. (the Company)
filed a Current Report on Form 8-K (the Original Form 8-K)
disclosing that the Company entered into a Share Purchase
Agreement with Viventia Bio Inc., a corporation incorporated
under the laws of the Province of Ontario, Canada (Viventia), the
shareholders of Viventia named therein (the Selling Shareholders)
and, solely in its capacity as seller representative, Clairmark
Investments Ltd., a corporation incorporated under the laws of
the Province of Ontario, Canada (Clairmark) (the Share Purchase
Agreement), to which the Company agreed to and simultaneously
completed the acquisition of all of the outstanding capital stock
of Viventia from the Selling Shareholders (the Acquisition). This
amendment to the Original Form 8-K is being filed for the purpose
of satisfying the Companys undertaking to file the financial
statements and pro forma financial statements required by Item
9.01 of Form 8-K, and this amendment should be read in
conjunction with the Original Form 8-K
filed a Current Report on Form 8-K (the Original Form 8-K)
disclosing that the Company entered into a Share Purchase
Agreement with Viventia Bio Inc., a corporation incorporated
under the laws of the Province of Ontario, Canada (Viventia), the
shareholders of Viventia named therein (the Selling Shareholders)
and, solely in its capacity as seller representative, Clairmark
Investments Ltd., a corporation incorporated under the laws of
the Province of Ontario, Canada (Clairmark) (the Share Purchase
Agreement), to which the Company agreed to and simultaneously
completed the acquisition of all of the outstanding capital stock
of Viventia from the Selling Shareholders (the Acquisition). This
amendment to the Original Form 8-K is being filed for the purpose
of satisfying the Companys undertaking to file the financial
statements and pro forma financial statements required by Item
9.01 of Form 8-K, and this amendment should be read in
conjunction with the Original Form 8-K
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Item 9.01
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Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
The consolidated financial statements of Viventia, including the
report of its independent auditor, PricewaterhouseCoopers LLP,
are filed as exhibit 99.1 and incorporated herein by reference.
report of its independent auditor, PricewaterhouseCoopers LLP,
are filed as exhibit 99.1 and incorporated herein by reference.
The unaudited interim consolidated financial statements of
Viventia are filed as exhibit 99.2 and incorporated herein by
reference.
Viventia are filed as exhibit 99.2 and incorporated herein by
reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information is filed as exhibit
99.3 and incorporated herein by reference.
99.3 and incorporated herein by reference.
(d) Exhibits
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>>2.1
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Share Purchase Agreement, effective as of September 20,
2016, by and between Eleven Biotherapeutics, Inc., Viventia Bio Inc., the selling shareholders of Viventia named therein, and Clairmark Investments Ltd., as representative of the selling shareholders (the Company hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request). Incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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>>4.1
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Registration Rights Agreement, dated as of September 20,
2016 by and among Eleven Biotherapeutics, Inc. and the shareholders named therein. Incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.1
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License Agreement, effective January 13, 2003, as amended
and restated on October 14, 2015, by and between The University of Zurich and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.2
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Amended Restated Exclusive License Agreement, dated October
14, 2015, by and between Merck KGaA and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.3
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Registration Rights Agreement, dated as of September 20,
2016 by and among Eleven Biotherapeutics, Inc. and the shareholders named therein. Incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).Amended and Restated |
License Agreement, dated October 17, 2014, by and between
Clairmark Investments Ltd. (successor in interest of Protoden
Technologies Inc.) and Viventia Bio Inc. Incorporated herein by
reference to Exhibit 10.3 to the Companys Current Report on Form
8-K filed on September 21, 2016 (File No. 001-36296).
Clairmark Investments Ltd. (successor in interest of Protoden
Technologies Inc.) and Viventia Bio Inc. Incorporated herein by
reference to Exhibit 10.3 to the Companys Current Report on Form
8-K filed on September 21, 2016 (File No. 001-36296).
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10.4
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Indenture, dated March 31, 2000, between 131-149 Hamelin
Street Leaseholds Limited (successor in interest of Almad Investments Limited) and Viventia Bio Inc. (successor in interest of Viventia Biotech Inc.), as amended by Lease Amending Agreement, dated June 26, 2003, as further amended by Lease Amending Agreement, dated January 26, 2004, and as further amended by Letter Agreement, dated June 25, 2008, and as further amended by Lease Amending Agreement, dated September 16, 2015. Incorporated herein by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.5
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Separation Agreement, dated September 20, 2016, between
Eleven Biotherapeutics, Inc. and Abbie C. Celniker. Incorporated herein by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.6
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Separation Agreement, dated September 20, 2016, between
Eleven Biotherapeutics, Inc. and Karen L. Tubridy. Incorporated herein by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.7
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Retention Letter Agreement, dated September 20, 2016,
between Eleven Biotherapeutics, Inc. and John J. McCabe. Incorporated herein by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.8
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Employment Agreement, dated September 20, 2016, between
Eleven Biotherapeutics, Inc. and Stephen A. Hurly. Incorporated herein by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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10.9
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Employment Agreement, dated September 20, 2016, between
Eleven Biotherapeutics, Inc. and Arthur P. DeCillis. Incorporated herein by reference to Exhibit 10.9 to the Companys Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296). |
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>>23.1*
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Consent of PricewaterhouseCoopers LLP
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>>99.1*
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Audited consolidated financial statements of Viventia Bio
Inc. |
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>>99.2*
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Unaudited interim consolidated financial statements of
Viventia Bio Inc. |
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>>99.3*
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Unaudited pro forma combined consolidated financial
statements |
* Filed herewith.
Confidential treatment requested as to portions of the exhibit.
Confidential materials omitted and filed separately with the
Securities and Exchange Commission.
Confidential materials omitted and filed separately with the
Securities and Exchange Commission.
About ELEVEN BIOTHERAPEUTICS, INC. (NASDAQ:EBIO)
Eleven Biotherapeutics, Inc. is a preclinical-stage biopharmaceutical company. The Company applies its AMP-Rx platform to the discovery and development of protein therapeutics to treat diseases of the eye. The Company’s product candidate, which is still in preclinical development, is EBI-031, which was designed, engineered and generated using its AMP-Rx platform and are developing as an intravitreal injection for diabetic macular edema (DME) and uveitis. The Company’s therapeutic approach is based on the role of cytokines in diseases of the eye, its understanding of the structural biology of cytokines and its ability to design and engineer proteins to modulate the effects of cytokines. The Company is developing EBI-031 as an intravitreal injection for DME and uveitis. In addition to EBI-031, the Company has another product candidate in early preclinical development, which is designed to block vascular endothelial growth factor (VEGF). ELEVEN BIOTHERAPEUTICS, INC. (NASDAQ:EBIO) Recent Trading Information
ELEVEN BIOTHERAPEUTICS, INC. (NASDAQ:EBIO) closed its last trading session 00.00 at 2.49 with 1,909,077 shares trading hands.