0001193125-18-290948.txt : 20181002 0001193125-18-290948.hdr.sgml : 20181002 20181002165558 ACCESSION NUMBER: 0001193125-18-290948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180928 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20181002 DATE AS OF CHANGE: 20181002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELINTA THERAPEUTICS, INC. /NEW/ CENTRAL INDEX KEY: 0001461993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 454440364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35405 FILM NUMBER: 181102164 BUSINESS ADDRESS: STREET 1: 300 GEORGE STREET STREET 2: SUITE 301 CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 312 767 0291 MAIL ADDRESS: STREET 1: 300 GEORGE STREET STREET 2: SUITE 301 CITY: NEW HAVEN STATE: CT ZIP: 06511 FORMER COMPANY: FORMER CONFORMED NAME: CEMPRA, INC. DATE OF NAME CHANGE: 20120203 FORMER COMPANY: FORMER CONFORMED NAME: Cempra Holdings, LLC DATE OF NAME CHANGE: 20090414 8-K 1 d632184d8k.htm FORM 8-K Form 8-K

 

 

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): September 28, 2018

 

 

MELINTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-35405   45-4440364
(State or other jurisdiction of
incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)
300 George Street, Suite 301, New Haven, CT   06511
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (908) 617-1309

 

 

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))

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 September 28, 2018, Melinta Therapeutics, Inc. (the “Company”) and A. Menarini Industrie Farmaceutiche Riunite S.R.L. (“Menarini”) entered into a license agreement (the “Agreement”), under which Menarini has acquired the exclusive rights to co-develop and commercialize Vabomere™ (meropenem and vaborbactam), Orbactiv® (oritavancin) and Minocin® (minocycline) for injection (collectively, the “Products”) in 68 countries in Europe, Asia-Pacific including China, South Korea, and Australia (Japan excluded), and the Commonwealth of Independent States (CIS) including Russia.

In consideration for the license, Melinta is entitled to receive (i) an upfront licensing fee of €17 million, (ii) royalties on annual net sales of the Products in the licensed territory, with the royalty percentage based on the ratio of the transfer price for a Product to net sales for such Product during the year (and subject to certain adjustments, including upon loss of market exclusivity for a Product in a given country), and (iii) regulatory, launch, and sales milestone payments that could exceed €100 million in the aggregate, including €15 million payable upon the European Medicines Agency (EMA) approval of the marketing authorization application (MAA) for Vabomere.

 

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SIGNATURES

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.

 

Melinta Therapeutics, Inc.
By:   /s/ Peter J. Milligan
  Peter J. Milligan
  Chief Financial Officer

Dated: October 2, 2018

 

 

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