Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 28K
2: EX-10.1 Assignment and Assumption of Lease HTML 15K
3: EX-99.1 Press Release HTML 11K
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Item
1.02. Termination of a Material Definitive Agreement.
On
February 1, 2017, Opexa Therapeutics, Inc. (the
“Company”) entered into an Assignment and Assumption of
Lease (the “Assignment”) with KBI Biopharma, Inc.
(“KBI”), pursuant to which the Company assigned to KBI,
and KBI assumed from the Company, all of the Company’s
remaining rights and obligations under the lease for the
Company’s 10,200 square foot corporate headquarters facility
located in The Woodlands, Texas. The facility was originally leased
by the Company from Dirk D. Laukien, as landlord, pursuant to
a lease dated August 19, 2005, as amended by that certain
First Amendment to Lease Agreement dated May 11, 2015 (as
amended, the “Lease”). In light of the Company’s
continuing evaluation of its strategic alternatives following the
release of data from the Abili-T clinical study, management deemed
it advisable to reduce the Company’s office, R&D and
manufacturing space and corresponding rent obligations. The Lease
had a remaining term through September 2020 and current monthly
base rental payments of $16,666.67, with payment escalations to
$17,500 over the remaining term.
Other
material terms of the Lease are described in, and copies of the
Lease documents are filed as exhibits to, the Company's Annual
Report on Form 10-KSB filed on March 31, 2006 and Form 10-Q filed
on May 12, 2015, which are incorporated herein by
reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
In
connection with the lease assignment described in Item 1.02 above,
the Company also sold certain furniture, fixtures and equipment
(including laboratory and manufacturing equipment) as well as its
laboratory supplies located at its corporate headquarters to KBI
for cash consideration in the amount of $50,000.
Item
2.05 Costs Associated With Exit or Disposal
Activities.
Reference is made
to the disclosure in Items 1.02 and 2.01 above. As part of its
continuing efforts to reduce operating expenses and conserve cash
following the release of data from the Company’s Abili-T
clinical trial, the Company further reduced its workforce by
terminating the employment of seven full-time employees effective
as of January 31, 2017. The Company estimates that it will incur
incremental aggregate cash charges of approximately $200,000
associated with this workforce reduction.
Item
2.06 Material Impairments.
Reference is made
to the disclosure in Items 1.02 and 2.01 above. In connection with
the above assignment of its corporate headquarters lease and sale
of certain assets effective as of February 1, 2017, and based on
the consideration received being less than the current carrying
value of the assets, the Company expects to write-down the value of
property and equipment from approximately $600,000 to $50,000. The
Company expects to report the final impact of these impairment
charges when it releases its audited financial statements for the
fiscal year ended December 31, 2016.
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Reference is made
to the disclosure in Item 2.05 above. The employment of
Don Healey, Ph.D., the Company’s Chief Scientific
Officer, was terminated as part of the further reduction-in-force.
Pursuant to the terms of Dr. Healey employment agreement, he will
be entitled to receive severance payments equal to six months of
his base salary. The severance benefits are subject to Dr. Healey
executing and delivering a general release and waiver of claims in
favor of the Company, not being in breach of his employment
agreement or the Company’s proprietary information and
inventions agreement, and not engaging in any activity which is
competitive with the Company while receiving the severance
benefits.
Item
8.01. Other Events.
The
Company issued a press release on February 1, 2017 announcing the
assignment of its facility lease and related matters, and a copy of
such release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Press
release issued by Opexa Therapeutics, Inc. on February 1,2017.
Cautionary Statement Relating to Forward-Looking Information for
the Purpose of “Safe Harbor” Provisions of the
Private Securities Litigation Reform Act of 1995
Statements contained in this report, other than statements of
historical fact, constitute “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. The words “expects,”“believes,”“may,”“intends,”“potential,”“should,” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements do not constitute guarantees of
future performance. Investors are cautioned that forward-looking
statements, including without limitation statements regarding the
reduction-in-workforce and the anticipated future reduction in
operating expenses and cash conservation benefits associated
therewith, and the impairment charges expected to be incurred,
constitute forward-looking statements. These forward-looking
statements are based upon the Company’s current expectations
and involve assumptions that may never materialize or may prove to
be incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties, which
include without limitation risks and uncertainties associated with
possible changes in the magnitude of the planned workforce
reduction and the timing of employee separations, including as a
result of changes that may occur in the Company’s operations
or operating plan, or other reasons or events, possible changes in
the amount of charges and cash payments associated with the
workforce reduction and restructuring, including the possibility
that the Company may incur unanticipated charges or make cash
payments that are not currently contemplated, and the
Company’s ability to reduce its operating expenses and
conserve cash on a net basis as a result of the workforce reduction
and restructuring. These and other risks are described in detail in
the Company’s SEC filings, including its Annual Report on
Form 10-K for the year ended December 31, 2015 and its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2016. All
forward-looking statements contained in this report speak only as
of the date on which they were first made by the Company, and the
Company undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after such
date.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
