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): November 14, 2019

OXFORD IMMUNOTEC GLOBAL PLC

(Exact name of registrant as specified in its charter)

England and Wales

(State or other jurisdiction

of incorporation)

001-36200	98-1133710
(Commission File Number)	(IRS Employer Identification No.)

94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom

(Address of principal executive offices)

Registrant’s telephone number including area code +44 (0) 1235 442780

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 communication 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, £0.006705 nominal value per share	OXFD	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 14, 2019, Oxford Immunotec Ltd. (“OI”), a wholly owned subsidiary of Oxford Immunotec Global PLC (“Company”), entered into a First Amendment to the Amended and Restated Supply and Reseller Agreement (“First Amendment”) with Life Technologies Corporation (“LTC”), effective as of November 5, 2019.

The First Amendment amends the Amended and Restated Supply and Reseller Agreement between the parties dated January 9, 2019 (the “Supply Agreement”), pursuant to which OI purchases and resells a product that can be used in performing tests using the Company’s T-SPOT^® technology. The First Amendment sets forth modified limitations of liability and insurance requirements to which the parties would be subject. Further, the First Amendment extends the term of the Supply Agreement until December 31, 2022 with automatic renewal terms.

The foregoing description of the Supply Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full and completed terms of the Supply Agreement, a copy of which was filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The foregoing description of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full and complete terms of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit  Number	Exhibit Description
10.1+	First Amendment to the Amended and Restated Supply and Reseller Agreement, dated November 14, 2019, between Life Technologies Corporation and Oxford Immunotec Limited.
+	Certain portions of this exhibit (indicated by “[***]”) have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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.

Date: November 20, 2019

OXFORD IMMUNOTEC GLOBAL PLC
By:	/s/ Janet Kidd
Name:	Janet Kidd
Title:	General Counsel and Company Secretary

EX-10.1

Exhibit 10.1

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

EXECUTION COPY CONFIDENTIAL

FIRST AMENDMENT TO THE AMENDED AND RESTATED SUPPLY AND RESELLER AGREEMENT

This First Amendment (“Amendment”) to the Amended and Restated Supply and Reseller Agreement is by and between Life Technologies Corporation (“LTC”), a Delaware corporation, with a principal business address at 29851 Willow Creek Road, Eugene, Oregon 97402 and Oxford Immunotec, Ltd. (“OI”), a company incorporated under the laws of England and Wales, with a principal business address at 94C Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX 14 4RZ, U.K., and is effective as of November 5, 2019 (“Amendment Effective Date”).

WITNESSETH

WHEREAS, LTC and OI entered into an Amended and Restated Supply and Reseller Agreement, effective January 1, 2019 (“Agreement”); and

WHEREAS, the Parties desire to amend the Agreement and extend its term;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises hereinafter contained, the Parties agree that the Agreement shall be modified as follows:

1. Amendment of Section 14.3. Section 14.3 is hereby deleted in its entirety and replaced with the following:

“SUBJECT TO ARTICLE 14.4, UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF ALL KINDS OF LTC AND ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY CLAIMS HEREUNDER, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EXCEED THE LESSER OF (I) THE AGGREGATE AMOUNTS PAID BY OI TO LTC AND ITS AFFILIATES UNDER THIS AGREEMENT FOR THE LTC PRODUCT IN THE CALENDAR YEAR PRECEDING THE YEAR IN WHICH THE EVENT GIVING RISE TO THE LIABILITY OCCURS OR (II) AN AMOUNT OF ONE MILLION US DOLLARS ($1,000,000).”

2. Amendment of Section 14.4. Section 14.4 is hereby amended by deleting Subsection 14.4(v) in its entirety.

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EXECUTION COPY CONFIDENTIAL

3. Amendment of Section 14.7. Section 14.7 is hereby amended in its entirety and replaced with the following:

“At all times during the Term of this Agreement, OI must maintain, at its sole cost and expense, commercial general liability insurance, including products liability insurance, with limits of at least [***] per occurrence with reputable insurers rated A- or better by A.M. Best. All insurance policies satisfying this provision will name LTC and its Affiliates as an additional insured. OI’s insurance will be primary to LTC’s insurance and LTC’s insurance will be noncontributory to any claim for which the OI is liable. OI’s insurance policies will not be construed to mean any form of limitation of OI’s liability or obligations. LTC will be given at least thirty (30) days prior written notice of the lapse or termination of said insurance. Upon request, OI will provide to LTC a Certificate of Insurance substantiating the existence of the insurance required by this provision within ten (10) days of any request by LTC. Any claims made insurance policy will include a provision accounting for a reporting period of no less than two years after the termination of the Agreement. LTC shall maintain at its own expense, product liability insurance in an amount of at least [***] covering the LTC PRODUCTS, except as incorporated into OI PRODUCTS or used in OI SERVICES.”

4. Amendment of Section 16.1. Section 16.1 is hereby deleted in its entirety and replaced with the following:

“This AGREEMENT will commence on the EFFECTIVE DATE and, unless terminated earlier as provided herein, will expire on December 31, 2022 (“INITIAL TERM”). Thereafter, this AGREEMENT will automatically renew for five (5) consecutive one (1) year renewal terms (each a “RENEWAL TERM” and together with the INITIAL TERM, the “TERM”), unless either PARTY provides written notice to the other PARTY of its intention not to renew, at least six (6) months prior to the expiration of the INITIAL TERM and any applicable RENEWAL TERM.”

5. Full Force and Effect. Except as expressly modified by this Amendment, the terms and conditions of the Agreement remain unchanged and in full force and effect. In the event that the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment will control. All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

6. Execution by the Parties. This Amendment may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken to together shall be deemed to constitute the amendment when a duly authorized representative of each Party has signed a counterpart. The Parties may sign and deliver this Amendment by facsimile transmission or electronic transmission in Portable Document Format (“PDF”). Each Party agrees that the delivery of this Amendment by facsimile or PDF will have the same force and effect as delivery of original signatures.

[Signatures on Following Page]

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EXECUTION COPY CONFIDENTIAL

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Amendment.

Life Technologies Corporation		Oxford Immunotec Limited
By:	/s/ Deborah Day Barbara	By:	/s/ A. P. Gaskell
Name:	Deborah Day Barbara	Name:	Peter Gaskell
Title:	Sr Director, Licensing	Title:	VP Operations

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