SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 22, 2019
AKCEA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-38137 | 47-2608175 | |
(Commission File No.) | (IRS Employer Identification No.) |
22 Boston Wharf Road, 9th Floor
Boston, Massachusetts 02210
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (617)207-0202
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (Section240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01. | Entry into a Material Definitive Agreement. |
On February 22, 2019, Novartis Pharma AG (“Novartis”) exercised its option to licenseAKCEA-APO(a)-LRx from Akcea Therapeutics, Inc. (the “Akcea”), an affiliate of Ionis Pharmaceuticals, Inc. (“Ionis”). Novartis will assume responsibility for all future development activities forAKCEA-APO(a)-LRx, including a planned global Phase 3 cardiovascular outcomes study and, pending regulatory approval, global commercialization activities. Based on the Agreement between Akcea and Novartis, Akcea will receive a $150 million license fee that will be split equally with Ionis. Akcea will settle its $75 million obligation to Ionis through the issuance of its common stock.
In connection with Novartis’ option exercise, Akcea amended the Strategic Collaboration, Option and License Agreement (the “Agreement”) with Novartis to establish a more definitive framework under which Akcea and Novartis would negotiate theco-commercialization ofAKCEA-APO(a)-LRx between the two companies in selected markets. Included in this framework is an option by which Novartis could solely commercializeAKCEA-APO(a)-LRx in exchange for Novartis paying Akcea increased commercial milestone payments based on sales ofAKCEA-APO(a)-LRx.
Item 3.02 | Unregistered Sales of Equity Securities. |
Akcea will satisfy its obligation to pay Ionis the $75.0 million sublicense fee through the issuance of its common stock (the “Common Stock”) at $26.4329 per share calculated using the trailing 20 trading day average measured from the date on which Akcea received Novartis’ notice of exercise of its option to licenseAKCEA-APO(a)-LRx, which will result in 2,837,373 shares of Common Stock being issued to Ionis. The Common Stock will be sold pursuant to a stock purchase agreement and the closing of such sale will occur in the first quarter of 2019. The sale of the Common Stock is exempted from registration pursuant to Rule 144 of the Securities Act of 1933.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
99.1 | Press Release dated February 25, 2019, issued by Akcea |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AKCEA THERAPEUTICS, INC. | ||||||
Dated: February 25, 2019 | By: | /s/ Paula Soteropoulos | ||||
PAULA SOTEROPOULOS | ||||||
Chief Executive Officer |