0001214659-15-006665.txt : 20150914 0001214659-15-006665.hdr.sgml : 20150914 20150914172153 ACCESSION NUMBER: 0001214659-15-006665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150909 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150914 DATE AS OF CHANGE: 20150914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anthera Pharmaceuticals Inc CENTRAL INDEX KEY: 0001316175 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201852016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34637 FILM NUMBER: 151106202 BUSINESS ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 856-5600 MAIL ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 8-K 1 j9141508k.htm j9141508k.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): September 9, 2015
 
ANTHERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)

         
Delaware
 
001-34637
 
20-1852016
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

     
25801 Industrial Boulevard, Suite B, Hayward,
California
 
94545
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (510) 856-5600

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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 1.02.  Termination of a Material Definitive Agreement.
 
Termination of Collaboration and License Agreement
 
As previously disclosed, on December 11, 2014, Anthera Pharmaceuticals, Inc. (the “Company”) entered into a collaboration and license agreement (the “License Agreement”) with its development partner in Japan, Zenyaku Kogyo Co., Ltd. (“Zenyaku”), pursuant to which the Company granted Zenyaku an exclusive license to certain patent rights, know-how and other intellectual property relating to blisibimod.  On September 9, 2015, Zenyaku provided the Company notice of its intent to terminate the License Agreement and the collaborative arrangement with the Company, effective January 7, 2016 (the “Termination Notice”).  The termination was “at will” and the Termination Notice alleged no breach of the License Agreement by the Company.  No reason was given for the Termination Notice.  At the time of the Termination Notice, no patients had been enrolled in any blisibimod clinical studies in the Zenyaku territory and Zenyaku had not purchased any blisibimod product from the Company.

The License Agreement required Zenyaku, subject to mutually agreed timelines, to develop and commercialize drug candidates relating to blisibimod in Japan while the Company retained full development and commercialization rights for all other global territories.  Under the terms of the License Agreement, Zenyaku was responsible for all development, marketing and commercialization costs and is required to reimburse the Company for i) 100% of blisibimod development cost in Japan; ii) 25% of global blisibimod development cost outside of Japan for IgA nephropathy; iii) a percentage of the Company’s personnel cost at a pre-determined full time equivalent rate and iv) exclusive purchase of blisibimod drug supplies from the Company at a premium to the Company. In addition, under the terms of the License Agreement, the Company had the right to receive a forgivable loan of $7.0 million, to receive milestone payments of up to $22.0 million contingent upon the achievement of certain regulatory and commercial sales milestones, and to require Zenyaku to purchase up to $15.0 million of the Company’s common stock at a thirty-percent premium to a trailing market price.  Zenyaku has previously purchased $9.0 million of such common stock to date.  There are no termination penalties to be incurred by the Company in connection with the early termination of the License Agreement by Zenyaku.

The Company issued a press release on September 14, 2015 announcing the Company’s receipt of the Termination Notice.  A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01.             Financial Statements and Exhibits.

 (d) Exhibits.

99.1
Press Release dated September 14, 2015

 
 

 

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: September 14, 2015
Anthera Pharmaceuticals, Inc.
 
       
       
 
By:
/s/ May Liu  
   
May Liu
Principal Accounting Officer and Senior Vice
President, Finance and Administration
 
 
 
 

 
 
EXHIBIT INDEX


   Exhibit No.                            Description


 
99.1
Press Release dated September 14, 2015

 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
Exhibit 99.1
 
Anthera Announces Termination of Blisibimod Partnership in Japan by Zenyaku
 
 
·
Anthera will regain all worldwide rights for blisibimod without cost
 
·
No patients were enrolled in the BRIGHT-SC study or any other clinical study in Japan
 
·
Zenyaku is required to continue various funding obligations during the termination period
 
·
No effect on blisibimod lupus program or Sollpura development program
 
·
BRIGHT-SC clinical study in patients with IgA Nephropathy will continue
 
HAYWARD, Calif., September 14, 2015 /Globe Newswire/ -- Anthera Pharmaceuticals, Inc. (NASDAQ: ANTH) today announced receipt of a termination notice from its development partner in Japan, Zenyaku, terminating the December 2014 Collaboration and License Agreement (the “License Agreement”) effective January 7, 2016.  The termination was “at will” and alleged no breach of the License Agreement by Anthera.  At the time of the notification, no patients had been enrolled in any blisibimod clinical studies in the Zenyaku territory and Zenyaku had not purchased any blisibimod product from Anthera.
 
“Progress of blisibimod in Japan, particularly for IgA nephropathy, has been disappointing,” said Paul F. Truex, Anthera's President and Chief Executive Officer. “Zenyaku’s termination of the License Agreement will provide flexibility for us to pursue a potentially optimized development path for blisibimod in IgA nephropathy and facilitate discussions with alternative partners in Asia at the appropriate time.  As a result of our financing efforts over the past twelve months, including Zenyaku’s substantial equity investments and cost reimbursements, we remain well funded to advance the development of blisibimod and Sollpura.”
 
As previously disclosed, Anthera entered into a collaboration and license agreement with Zenyaku in December 2014.  The License Agreement required Zenyaku, subject to mutually agreed timelines, to develop and commercialize blisibimod in Japan.  Prior to the notification of termination Zenyaku purchased $9.0 million of Anthera common stock at a thirty-percent premium to a trailing market price.
 
“Regaining full worldwide control of blisibimod development, and in particular the IgA nephropathy program, is exciting as we are now free to consider additional approaches including the potential examination of the clinical data from the BRIGHT-SC study at an earlier time point than originally planned,” said Anthera’s Chief Medical officer, Dr. Colin Hislop. “The BRIGHT-SC study remains fully blinded and will continue as planned with all currently enrolled patients continuing to follow the protocol.”

 
About Blisibimod
 
Blisibimod is a selective peptibody antagonist of the B-cell activating factor (BAFF) cytokine that is initially being developed as a treatment for lupus and IgA nephropathy. BAFF is a tumor necrosis family member and is critical to the development, maintenance and survival of B-cells. It is primarily expressed by macrophages, monocytes and dendritic cells and interacts with three different receptors on B-cells including BAFF receptor, or BAFF-R, B-cell maturation, or BCMA, and transmembrane activator and cyclophilin ligand interactor, or TACI. The BAFF-R receptor is expressed primarily on peripheral B-cells. Blisibimod consists of a novel BAFF binding domain fused to the N-terminus of the Fc region of human antibody. Blisibimod binds to BAFF and inhibits the interaction of BAFF with its receptors. The role of BAFF in lupus has recently been clinically validated in multiple late-stage clinical studies with anti-BAFF antibodies. We intend to advance the development of our BAFF antagonist, blisibimod, to exploit its broad potential clinical utility in autoimmune diseases, with initial focus on lupus. Blisibimod demonstrates anti-BAFF activity and has been shown to be safe and effective in selectively modulating and reducing B-cells in Phase 1 and Phase 2 clinical studies in lupus patients.
 
 
 

 
 
About Anthera Pharmaceuticals, Inc.
 
Anthera Pharmaceuticals is a biopharmaceutical company focused on developing and commercializing products to treat serious and life-threatening diseases, including lupus, lupus with glomerulonephritis, IgA nephropathy, and exocrine pancreatic insufficiency due to cystic fibrosis. Additional information on the Company can be found at www.anthera.com.
 
About Zenyaku Kogyo
 
Zenyaku Kogyo is a privately-held Japanese pharmaceutical company headquartered in Tokyo, Japan. The company is marketing in Japan dermatological and anti-cancer drugs including Rituxan™, an anti-CD20 antibody for the treatment B-cell Non-Hodgkin's Lymphoma. The company also has an OTC consumer health care business including Dickinin, a cold symptom relief medication.  Zenyaku Kogyo's ongoing research interests are focused on cancer, autoimmune diseases, and antibody therapeutics. For additional information in Japanese, please visit www.zenyaku.co.jp.
 
Safe Harbor Statement
 
Any statements contained in this press release that refer to future events or other non-historical matters, including statements that are preceded by, followed by, or that include such words as "estimate," "intend," "anticipate," "believe," "plan," "goal," "expect," "project," or similar statements, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Anthera's expectations as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially as set forth in Anthera's public filings with the SEC, including Anthera's Annual Report on Form 10-Q for the quarter ended June 30, 2015. Anthera disclaims any intent or obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law.
 

 
Contact Information:
 
Nikhil Agarwal of Anthera Pharmaceuticals, Inc.
nagarwal@anthera.com or 510.856.5600x5621