Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 20K
2: EX-10.1 Amendment No. 1 to Amended and Restated Purchase HTML 14K
Option Agreement
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Item
1.01
Entry into a Material Definitive Agreement
On September 30, 2016, we entered into an Amendment No. 1 to Amended and Restated Purchase Option Agreement (the “Amendment”) with Symphony Icon Holdings LLC (“Holdings”) and Symphony Icon, Inc. (“Symphony Icon”), amending the terms of our Amended and Restated Purchase Option Agreement with Holdings and Symphony Icon, dated July 30, 2010 (the “Purchase Option Agreement”).
Under the Amendment, we will pay Holdings $21,013,000 (the “Buyout Amount”)
in the event that we receive regulatory approval in the United States for the marketing and sale of telotristat ethyl (previously referred to as telotristat etiprate) (“Regulatory Approval”), such Buyout Amount to be in lieu of any remaining payments which may be or become payable to Holdings under the Purchase Option Agreement. Prior to the Amendment, we were obligated to make up to $29,550,000 in remaining contingent payments upon the occurrence of certain specified events. Consistent with the terms of the Purchase Option Agreement previously in effect, the Buyout Amount may be payable, at our option, in cash or a combination of cash and up to 50% in our common stock.
Either we or Holdings may terminate the Amendment (restoring the financial terms previously in effect) in the event that we have not received Regulatory Approval by February
28, 2017.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Amendment No. 1 to Amended and Restated Purchase Option Agreement with Symphony Icon Holdings LLC and Symphony Icon, Inc. dated September 30, 2016
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.
