FULGENT GENETICS, INC. (NASDAQ:FLGT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On April 25, 2017, Fulgent Genetics, Inc. (the “Company”), through an affiliated company formed for the purpose of the relationship described below (the “Company Affiliate”), Xilong Scientific Co., Ltd. (“Xilong”), a company formed and existing under the laws of the People’s Republic of China (“PRC”), and Fuzhou Jinqiang Investment Partnership (LP) (“FJIP”), a limited partnership formed and existing under the laws of the PRC, entered into a Cooperation Agreement on the Establishment of Fujian Fujun Gene Biotech Co., Ltd. (the “JV Agreement”). to the terms of the JV Agreement, the Company Affiliate, Xilong and FJIP will form,under the laws of the PRC, Fujian Fujun Gene Biotech Co., Ltd. (the “Joint Venture”), which expects to offer comprehensive genetic testing services in the PRC. Xilong is an affiliate of Xi Long USA, Inc., which holds more than 10% of the Company’s issued and outstanding common stock. FJIP is owned by key management of the Joint Venture, including Dr. Han Lin Gao, the Chief Scientific Officer of the Company, a holder of more than 10% of the Company’s issued and outstanding common stock, and the owner of approximately 25% of FJIP. The JV Agreement also provides that the Company Affiliate will contribute to the Joint Venture genetic sequencing and other equipment with a total cost of no more than 60,000,000 RMB (or approximately $8.71 million U.S. dollars) over a three-year period for a 30% ownership interest in the Joint Venture which equipment the Company Affiliate and the Company have agreed will be paid for by the Company, Xilong will contribute to the Joint Venture 102,000,000 RMB over a three-year period for a 51% ownership interest in the Joint Venture, and FJIP will contribute to the Joint Venture 19,000,000 RMB over a five-year period for a 19% ownership interest in the Joint Venture. The Joint Venture will have a term of 20 years, and any inventions, patents or know-how developed by the Joint Venture will be owned by the Joint Venture. The Board of Directors of the Joint Venture will be composed of three directors, one of which will be appointed by the Company Affiliate and two of which will be appointed by Xilong, and will act by majority vote on all matters except for certain exceptional matters that require unanimous consent.
Additionally, on April 25, 2017, the Company and the Joint Venture entered into a Technical Know-How License Agreement (the “License Agreement”), to which the Company has granted to the Joint Venture a license to use certain of the Company’s clinical molecular diagnostic gene detection technology and related software and the Company’s proprietary reference library of genetic information (the “Company Technology”), along with any improvements to the Company Technology that may be developed by the Company during the term of the License Agreement. The License Agreement expires on December 31, 2018 and may be extended by mutual agreement of the parties. to the terms of the License Agreement, the Joint Venture will pay to the Company certain royalties based on the revenues of the Joint Venture, and the Company will provide certain technical services to the Joint Venture in connection with the license granted under the License Agreement.
The foregoing is a summary of the terms of the JV Agreement and the License Agreement and is qualified in its entirety by the full text of such agreements, which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for its quarter ended June 30, 2017.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the JV Agreement is incorporated in this Item 2.03 by reference.
About FULGENT GENETICS, INC. (NASDAQ:FLGT)
Fulgent Genetics, Inc. is a technology company. The Company offers genetic testing to provide physicians with clinically actionable diagnostic information to improve quality of patient care. The Company has developed a technology platform that integrates data comparison and suppression algorithms, adaptive learning software, advanced genetic diagnostics tools and integrated laboratory processes. As of December 31, 2015, the Company’s test menu includes approximately 18,000 single-gene tests and over 200 pre-established, multi-gene, disease-specific panels that collectively test for approximately 7,500 genetic conditions, including various cancers, cardiovascular diseases and neurological disorders. The Company’s gene probes are specifically engineered to generate genetic data that is optimized for its software, which enables to rapidly incorporate new genes into its test menu, develop new panels of disease-specific tests and customize tests for its customers. FULGENT GENETICS, INC. (NASDAQ:FLGT) Recent Trading Information
FULGENT GENETICS, INC. (NASDAQ:FLGT) closed its last trading session down -0.33 at 10.26 with 13,736 shares trading hands.