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): August 18, 2014
DURATA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35599 | 27-1247903 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission 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.
Signature
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.
| DURATA THERAPEUTICS, INC. | ||||||
| Date: August 22, 2014 | By: | /s/ Corey N. Fishman | ||||
| Name: | Corey N. Fishman | |||||
| Title: | Chief Operating Officer and Chief Financial Officer | |||||