false 0000072444 0000072444 2021-11-24 2021-11-24

 

FORM 8-K 

 

 

 

 

 

Registrant’s telephone number, including area code: (650) 550-3500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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 November 24, 2021, Vaxart, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Kindred Biosciences, Inc., a Delaware corporation (“KindredBio”). The transactions contemplated by the Purchase Agreement closed on November 30, 2021. Pursuant to the Purchase Agreement, among other things, (i) KindredBio assigned to the Company its rights under a lease agreement, dated as of May 8, 2019, with Professional Peninsula Properties, LLC, as landlord, pursuant to which the Company will have approximately 1,346 square feet of rentable office space located at 880 Mitten Road, Burlingame, California 94010, (ii) KindredBio and the Company entered into a sublease agreement (the “863 Sublease”) for approximately 7,253 square feet of rentable space, including a GMP (Good Manufacturing Practices) facility and quality control labs, located at 863 Mitten Road, Burlingame, California 94010 (the “863 Premises”), (iii) KindredBio sold to the Company fixtures and improvements with respect to the 863 Premises and certain furniture, machinery, equipment and tools, and (iv) the Company hired or engaged certain employees and contractors of KindredBio who previously worked for KindredBio at the 863 Premises.

 

Pursuant to the Purchase Agreement, the Company paid KindredBio a cash purchase price of $5.5 million.

 

The Purchase Agreement contains representations and warranties that the parties made to, and are solely for the benefit of, each other. Investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts because they were made only as of the date of the Purchase Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

 

A copy of the Purchase Agreement will be filed as an exhibit to the Company’s next periodic report, and the description of the Purchase Agreement is qualified in its entirety by reference to such exhibit.

 

 

In connection with the Purchase Agreement, on November 30, 2021, the Company and KindredBio entered into the 863 Sublease, which provides for the sublease of the 863 Premises for a term commencing on November 30, 2021 and terminating on May 31, 2025. The space is currently leased by KindredBio and the master landlord is ARE-819/863 Mitten Road, LLC. The rent payable under the Sublease is $24,442.61 per month, which amount will increase to $28,649.35 per month on June 1, 2022 and thereafter three percent (3.0%) annually.

 

A copy of the 863 Sublease will be filed as an exhibit to the Company’s next periodic report, and the description of the 863 Sublease is qualified in its entirety by reference to such exhibit.

 

 

Item 2.01.          Completion of Acquisition or Disposition of Assets.

 

Reference is made to Item 1.01 of this Current Report on Form 8-K, which is incorporated into this Item 2.01 by reference.

 

 

Item 8.01.          Other Events.

 

On December 1, 2021, the Company issued a press release regarding the matters discussed in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

Item 9.01.          Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

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 hereunto duly authorized.