Current Report Filing (8-k)
05 December 2018 - 9:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-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): November 27, 2018
ATHENEX, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38112
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43-1985966
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1001 Main Street, Suite 600, Buffalo, New York
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14203
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (716)
427-2950
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Entry into a Material Definitive Agreement.
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On November 27, 2018, Athenex, Inc. (the Company) and PharmaEssentia Corp. (PharmaEssentia) entered into a second amendment to
their December 2013
out-licensing
agreement of Oraxol and Oratecan, which was previously amended in December 2016. In addition to those products, this amendment (the Amendment) provides for
PharmaEssentia to license Oradoxel from the Company for use in Singapore, Taiwan and Vietnam. The Company will receive a payment of $2.0 million from PharmaEssentia on or prior to December 15, 2018 in consideration for entering into the
Amendment. In addition, the Amendment provides for the Company to receive up to $8.5 million in additional development and regulatory milestone payments related to Oradoxel.
The Company intends to file the Amendment with its Annual Report on Form
10-K
for the fiscal year ending
December 31, 2018.
In addition to the December 2013
out-licensing
agreement, the Company and PharmaEssentia
are also party to an
out-licensing
agreement for
KX-01
and
KX-02
for use in treating psoriasis or other
non-malignant
skin conditions in a territory that includes China, Taiwan, Macau, Hong Kong, Singapore and Malaysia. The Company also owns 68,000 shares of PharmaEssentia, which is a company publicly traded on the
Taiwan OTC Exchange.
On November 29, 2018, the Company issued a press release to report entering into the Amendment. A copy of this press release is attached hereto as Exhibit
99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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
hereunto duly authorized.
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ATHENEX, INC.
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Date: December 4, 2018
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/s/ Randoll Sze
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Name:
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Randoll Sze
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Title:
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Chief Financial Officer
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