UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 8, 2016
Recro Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-36329 | 26-1523233 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 490 Lapp Road, Malvern, Pennsylvania | 19355 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (484) 395-2470
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 (see General Instruction A.2. below):
| ☐ | 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.
On December 8, 2016, Recro Pharma, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to the Purchase and Sale Agreement, dated as of March 7, 2015, by and among Alkermes Pharma Ireland Limited (“APIL”), Daravita Limited, Eagle Holdings USA, Inc., the Company and Recro Gainesville LLC, a wholly-owned subsidiary of the Company. The Amendment revises the payment terms of the Development Milestone Earn-Out Consideration (as defined in the Amendment) due from the Company to APIL to provide that the Company may elect, at its option, to defer the $10 million milestone payment otherwise due upon the filing of the new drug application (“NDA”) for intravenous meloxicam to approval of the NDA (the “Deferral Option”). If the Company elects the Deferral Option, the $10 million milestone payment will be increased to $15 million, which will result in an aggregate milestone payment due to APIL of $45 million upon approval of the NDA.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Document | |
| 2.1 | First Amendment to Purchase and Sale Agreement, dated December 8, 2016 | |
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, thereunto duly authorized.
| Recro Pharma, Inc. | ||
| By: | /s/ Gerri A. Henwood | |
| Name: | Gerri A. Henwood | |
| Title: | Chief Executive Officer | |
Date: December 8, 2016
EXHIBIT INDEX
| Exhibit |
Document | |
| 2.1 | First Amendment to Purchase and Sale Agreement, dated December 8, 2016 | |
Exhibit 2.1
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment (this “Amendment”) to the Purchase and Sale Agreement (the “Agreement”), dated as of March 7, 2015, by and among Alkermes Pharma Ireland Limited, a private limited company incorporated in Ireland (“APIL”), Daravita Limited, a private limited company incorporated in Ireland (“Daravita”), Eagle Holdings USA, Inc., a Delaware corporation (“Eagle Holdings”, and together with APIL, “Sellers”), Recro Pharma, Inc., a Pennsylvania corporation (“Recro”) and Recro Gainesville LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Recro (as successor to Recro Pharma LLC, together with Recro, “Purchasers”), is dated December 8, 2016.
RECITALS
WHEREAS, Sellers and Purchasers entered into the Agreement as of March 7, 2015; and
WHEREAS, pursuant to Section 11.9 of the Agreement, Sellers and Purchasers desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
ARTICLE II
AMENDMENT
2.1 Exhibit E. Section 2.1(a) of Exhibit E is hereby amended and restated as follows:
“(a) Development Milestone Earn-Out Consideration.
(i) The following amounts (“Development Milestone Earn-Out Consideration”) shall be payable in accordance with Section 2.8 of the Agreement and this Exhibit E upon achievement of the following events (“Development Milestones”) by Purchaser and its Affiliates, licensees and sublicensees, and shall be non-refundable and non-creditable and not subject to deduction or set-off:
| Development Milestone |
Amount of Development Milestone Earn-Out Consideration (U.S. Dollars) |
|||
| Submission of an NDA for the first Earn-Out Product (the “Submission Milestone”) |
$ | 10,000,000.00 | ||
| Approval of an NDA for the first Earn-Out Product (the “Approval Milestone”) |
$ | 30,000,000.00 | ||
(ii) Subject to Section 2.1(a)(iii) below, Purchaser shall notify and pay to APIL each Development Milestone Earn-Out Consideration payment within thirty (30) calendar days after the occurrence of the corresponding Development Milestone.
(iii) Purchaser may, at Purchaser’s option, elect to defer payment of the Ten Million U.S. Dollars ($10,000,000.00) otherwise due upon achievement of the Submission Milestone by providing written notice of such election to APIL within thirty (30) calendar days after achievement of the Submission Milestone (“Deferral Option”). If Purchaser chooses the Deferral Option, Purchaser shall pay Forty Five Million U.S. Dollars ($45,000,000.00) within thirty (30) calendar days of the occurrence of the Approval Milestone in satisfaction of all Development Milestone Earn-Out Consideration obligations. Each payment made pursuant to Section 2.1(a) of this Exhibit E shall be made by wire transfer of immediately available funds to such account or accounts as are designated in writing by APIL.”
ARTICLE III
GENERAL
3.1 Effect of Amendment. The Agreement is amended as set forth in this Amendment. Except as specifically provided for in this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. Each reference in the Agreement to “hereof,” “hereunder” and “this Agreement” shall, from and after the date of this Amendment, refer to the Agreement, as amended by this Amendment. Each reference in the Agreement to the “date of the Agreement” or similar references (such as “to the date hereof”) shall refer to March 7, 2015.
3.2 Miscellaneous Provisions. The provisions of Article XI of the Agreement shall apply mutatis mutandis to this Amendment and to the Agreement as modified by this Amendment.
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IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties set forth below as of the day first above written.
| ALKERMES PHARMA IRELAND LIMITED | ||
| By: | /s/ Shane Cooke | |
| Name: Shane Cooke | ||
| Title: Director | ||
| DARAVITA LIMITED | ||
| By: | /s/ Shane Cooke | |
| Name: Shane Cooke | ||
| Title: Director | ||
| EAGLE HOLDINGS USA, INC. | ||
| By: | /s/ Michael Landine | |
| Name: Michael Landine | ||
| Title: Director | ||
| RECRO PHARMA, INC. | ||
| By: | /s/ Gerri Henwood | |
| Name: Gerri Henwood | ||
| Title: President and Chief Executive Officer | ||
| RECRO GAINESVILLE LLC | ||
| By: | /s/ Scott Rizzo | |
| Name: Scott Rizzo | ||
| Title: President | ||
[Signature Page to First Amendment to Purchase and Sale Agreement]