UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 January 20, 2020 (the “Effective Date”), Intersect ENT, Inc. (the “Company”) entered into a Supply Agreement (the “Agreement”) with Hovione Inter AG, together with its subsidiaries and affiliates (“Hovione”). Hovione will be the primary provider to the Company for the active pharmaceutical ingredient (“API”) specified in the agreement. The term of this Agreement shall be for a period of five (5) years from the Effective Date of this Agreement. For the term of the Agreement the Company will purchase a minimum of 80% of the Company’s annual API requirement from Hovione, in quantities to be specified in 12-month forecasts provided by us and updated on a quarterly basis. Either the Company or Hovione may terminate the agreement prior to that date for uncured material breach by or insolvency of the other party. The Company may also terminate the agreement in the event Hovione loses any required FDA approval rendering it unable to fulfill its contractual obligations, or if Hovione is engaged in felonious or fraudulent activities. Either the Company or Hovione may terminate the Agreement in the event regulatory agencies require changes to the product specifications that materially affect Hovione’s cost of production, and the Company is unable to reach an agreement with Hovione regarding an equitable pricing adjustment.
The foregoing summary of the Agreement and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. The Company intends to redact certain confidential terms of the Agreement.
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.
| Intersect ENT, Inc. | ||||||
| Dated: January 22, 2020 |
By: |
/s/ David A. Lehman | ||||
| David A. Lehman | ||||||
| General Counsel and Secretary | ||||||
Document and Entity Information |
Jan. 20, 2020 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001271214 |
| Document Type | 8-K |
| Document Period End Date | Jan. 20, 2020 |
| Entity Registrant Name | Intersect ENT, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36545 |
| Entity Tax Identification Number | 20-0280837 |
| Entity Address, Address Line One | Intersect ENT, Inc. |
| Entity Address, Address Line Two | 1555 Adams Drive |
| Entity Address, City or Town | Menlo Park |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94025 |
| City Area Code | (650) |
| Local Phone Number | 641-2100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, 0.001 par value |
| Trading Symbol | XENT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |