8-K 1 d773436d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2014




(Exact Name of Registrant as Specified in Charter)




Delaware   001-35599   27-1247903

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

200 South Wacker Drive, Suite 2550

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 219-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01. Entry into a Material Definitive Agreement.

As contemplated by the prospectus related to the initial public offering of Durata Therapeutics, Inc. (the “Company”) and the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2012 and 2013, on August 18, 2014 the Company, pursuant to the stock purchase agreement between the Company and Pfizer, Inc. (“Pfizer”) dated December 11, 2009, (i) elected to defer payment of the previously disclosed $25 million milestone payment owed to Pfizer as a result of the first commercial sale of dalbavancin for the treatment of ABSSSI being made in the United States and (ii) delivered to Pfizer a promissory note in an aggregate principal amount of $25 million representing the amount of such milestone payment. The promissory note has a maturity date of July 7, 2019 and interest on the outstanding principal accrues at a rate of 10% per annum, compounded annually.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of Registrant.

The information included under Item 1.01 hereof is incorporated by reference into this Item 2.03.


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.


Date: August 22, 2014     By:  

/s/ Corey N. Fishman

    Name:   Corey N. Fishman

Chief Operating Officer

and Chief Financial Officer