Attached files
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| EX-10.1 - EXHIBIT 10.1 - AzurRx BioPharma, Inc. | ex10-1.htm |
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 7,
2017
AZURRX BIOPHARMA, INC.
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Delaware
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001-37853
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46-4993860
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York
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11226
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
(646) 699-7855
(Name,
address, including zip code, and telephone number, including area
code, of agent for service of process)
NOT
APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the appropriate box below if the Form 8-K 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
On August 7, 2017, AzurRx BioPharma, Inc. (the
“Company”) entered into a Sublicense Agreement with
TransChem, Inc. (“TransChem”) pursuant to which TransChem granted to
the Company an exclusive license to patents and patent applications
relating to Helicobacter pylori 5’-methylthioadenosine
nucleosidase inhibitors (the “Agreement
Patents”) currently held
by TransChem (the “Sublicense
Agreement”). Unless
terminated earlier under the provision of the Sublicense Agreement,
the agreement will expire upon the expiration of the last Agreement
Patent.
Upon
execution of the Sublicense Agreement, the Company paid an upfront
signing fee to TransChem and agreed to reimburse TransChem for
certain expenses previously incurred in connection with the
preparation, filing and maintenance of the Agreement Patents. The
Company also agreed to pay to TransChem periodic sublicense
maintenance fees, which, in the event the Company becomes obligated
to pay certain royalties under the Sublicense Agreement, such fees
may be credited against those royalties. In addition to the
sublicense maintenance fees, the Company may be obligated to pay to
TransChem additional payments and royalties in the future, in
the event certain performance-based milestones and commercial sales
involving the Agreement Patents are achieved.
The
foregoing summary of the Sublicense Agreement does not purport to
be complete and is qualified by its entirety by reference to the
full text of the Sublicense Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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#
10.1
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Sublicense
Agreement by and between TransChem, Inc. and AzurRx BioPharma,
Inc., dated August 7, 2017.
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# Application has been made to the Securities and
Exchange Commission for confidential treatment of certain
provisions. Omitted
material for which confidential treatment has been requested has
been filed separately with the Securities and Exchange
Commission.
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.
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AzurRx BioPharma, Inc.
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Date:
August 11,
2017
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By:
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/s/
Johan M. Spoor
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Name: Johan M. Spoor
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Title: Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Description
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#10.1
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Sublicense
Agreement by and between TransChem, Inc. and AzurRx BioPharma,
Inc., dated August 7, 2017.
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# Application has been made to the Securities and Exchange
Commission for confidential treatment of certain
provisions. Omitted
material for which confidential treatment has been requested has
been filed separately with the Securities and Exchange
Commission.