Item 1.01 Entry into a Material Definitive Agreement.
On
In addition to the leasehold interest in the Dunkirk Facility, the Buyer will
purchase the Company's interests in certain leased manufacturing equipment and
personal property, and owned personal property and inventory at the Dunkirk
Facility, along with the Company's rights in and obligations under its
agreements relating to the Dunkirk Facility with ESD, FSMC and CCIDA and other
parties. The Buyer will assume all capital expenditure and hiring obligations of
the Company pursuant to the Company's existing agreements with ESD and FSMC. The
Company will continue to operate its existing Athenex Pharmaceutical Division
("APD") and Athenex Pharmaceutical Solutions ("APS") divisions. The Buyer and
the Company also entered into a preliminary agreement, pursuant to which APS
will have the ability to manufacture its 503B products at the Dunkirk Facility
at prices to be determined on a product-by-product basis, provided that the
pricing will not exceed Buyer's costs plus a 15% margin, and the parties expect
to enter into a definitive preferred contract manufacturing agreement. The
Company has not assigned any of its rights to its corporate headquarters in
The Agreement contains customary representations and warranties, covenants, agreements and indemnification obligations of the Company and the Buyer. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K.
The Company issued a press release announcing this transaction on
The above description of the Agreement has been included to provide information regarding the terms of the Agreement. It is not intended to provide any other information about the Company or the Buyer. The Agreement contains representations and warranties of the parties thereto that were made solely for the benefit of the other parties. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. In addition, such representations and warranties may apply a contractual standard of materiality that is different from that generally applicable to stockholders. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Agreement and should not be relied upon as a disclosure of factual information relating to the parties thereto or the Company.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this Current Report on Form 8-K are forward-looking statements. These forward-looking statements are typically identified by terms such as "anticipate," "believe," "continue," "could," "estimate," "expect," "foresee," "goal," "guidance," "intend," "likely," "may," "plan," "potential," "predict," "preliminary," "probable," "project," "promising," "seek," "should," "will," "would," and similar expressions. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: whether the Company closes on the sale of its interest in the Dunkirk Facility and enters into a preferred contract manufacturing agreement with the Buyer, the development stage of its primary clinical candidates, including NKT Cell Therapy and related risks involved in drug development, clinical trials, regulation, uncertainties around regulatory reviews and approvals; the Company's ability to scale its manufacturing and commercial supply operations
--------------------------------------------------------------------------------
for current and future approved products, and ability to commercialize its
products, once approved; ability to successfully demonstrate the safety and
efficacy of its drug candidates and gain approval of its drug candidates on a
timely basis, if at all; the preclinical and clinical results for the Company's
drug candidates, which may not support further development of such drug
candidates; risks related to the Company's ability to successfully integrate the
business of Kuur Therapeutics into its existing businesses, including
uncertainties associated with maintaining relationships with customers, vendors
and employees, as well as differences in operations, cultures, and management
philosophies that may delay successful integration and the ability to support
the added cost burden of Kuur's business; risks related to counterparty
performance, including the Company's reliance on third parties for success in
certain areas of its business; the Company's history of operating losses and its
need and ability to raise additional capital to continue as a going concern;
uncertainties around the Company's ability to enter into new financing
agreements as it is unable to meet funding conditions under existing financing
agreements and access to capital thereunder; risks and uncertainties inherent in
litigation, including purported stockholder class actions; risks and
uncertainties related to the COVID-19 pandemic and its ongoing impact on the
Company's operations, supply chain, cash flow and financial condition;
competition; intellectual property risks; uncertainties around the Company's
ability to successfully integrate acquired and merged businesses in a timely and
cost-effective manner and to achieve synergies; risks relating to doing business
internationally and in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1* Purchase Agreement, by and betweenAthenex, Inc. and ImmunityBio, Inc. datedJanuary 7, 2022 99.1 Press release issued by the Company onJanuary 12, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5)
of Regulation S-K.
similar attachment to the
--------------------------------------------------------------------------------
© Edgar Online, source