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):
March 7, 2012 (March 7, 2012)
HARRIS & HARRIS GROUP, INC.
(Exact name of registrant as specified in its charter)
| New York (State or other jurisdiction of incorporation) |
0-11576 (Commission File Number) |
13-3119827 (IRS Employer Identification No.) |
1450 Broadway
New York, New York 10018
(Address of principal executive offices and zip code)
(212) 582-0900
(Registrant's telephone number, including area code)
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 8.01. Other Events.
Harris & Harris Group, Inc. (the “Company”) noted the announcement that its portfolio company, Mersana Therapeutics, Inc., entered into a collaboration agreement with Endo Pharmaceutical (NASDAQ: ENDP) to develop next-generation antibody-drug conjugates (ADCs).
The Company also today announced its $815,000 investment in privately-held OpGen, Inc.
The Company's press releases are attached hereto as Exhibit 99.1 and 99.2.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
| 99.1 | Mersana Press Release dated March 7, 2012 |
| 99.2 | OpGen Press Release dated March 7, 2012 |
| 2 |
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: March 7, 2012 | HARRIS & HARRIS GROUP, INC. | |
| By: | /s/ Douglas W. Jamison | |
| Douglas W. Jamison Chairman and Chief Executive Officer | ||
| 3 |
EXHIBIT INDEX
Exhibit No. Description
99.1 Mersana Press Release dated March 7, 2012
99.2 OpGen Press Release dated March 7, 2012
| PRESS RELEASE | |
| HARRIS & HARRIS GROUP, INC. ® | MARCH 7, 2012 |
| 1450 BROADWAY, 24TH FLOOR | |
| NEW YORK, NY 10018 | CONTACT: DOUGLAS W. JAMISON |
| TEL. NO. (212) 582-0900 |
Harris & Harris Group Notes that Mersana Therapeutics
Entered into a Collaboration with Endo Pharmaceuticals
Harris & Harris Group, Inc. (NASDAQ: TINY) notes the announcement that its portfolio company, Mersana Therapeutics, Inc., entered into a collaboration agreement with Endo Pharmaceuticals to develop next-generation antibody-drug conjugates (ADCs). Mersana’s proprietary conjugation technology is comprised of its Fleximer® polymer and a broad array of customizable linker chemistries for attaching diverse, potent payloads and targeted antibodies. Under this agreement, Endo will pay an upfront fee to Mersana for the right to utilize the Fleximer technology to develop novel ADC candidates against a single cancer target.
Under the collaboration, Mersana is responsible for conducting research and creating Fleximer-ADCs that are conjugates of its cytotoxic payloads, Fleximer, and Endo’s novel antibodies. In addition to providing novel antibodies, Endo is responsible for product development, manufacturing and commercialization of any Fleximer-ADC products. Mersana and Endo may mutually agree to pursue two additional targets over the next two years. In the event that all three targets are pursued, Mersana is eligible to receive more than $270 million in progress-dependent milestones as well as royalties on worldwide net sales of any resulting Fleximer-ADC products. Mersana’s press release may be viewed at http://www.prnewswire.com/news-releases/mersana-therapeutics-enters-collaboration-with-endo-pharmaceuticals-to-develop-next-generation-antibody-drug-conjugates-141729863.html.
Harris & Harris Group was the first institutional investor in Mersana.
Harris & Harris Group is an early-stage, active investor in transformative nanotechnology companies. Detailed information about Harris & Harris Group and its holdings can be found on its website at www.HHVC.com.
This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the Company's current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as well as subsequent filings, filed with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the Company's business, including but not limited to the risks and uncertainties associated with venture capital investing and other significant factors that could affect the Company's actual results. Except as otherwise required by Federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. The references to the websites www.HHVC.com and www.prnewswire.com have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Harris & Harris Group is not responsible for the contents of third party websites.
| PRESS RELEASE | |
| HARRIS & HARRIS GROUP, INC. ® | MARCH 7, 2012 |
| 1450 BROADWAY, 24TH FLOOR | |
| NEW YORK, NY 10018 | CONTACT: DOUGLAS W. JAMISON |
| TEL. NO. (212) 582-0900 |
Harris & Harris Group Announces its Investment in OpGen, Inc.
Harris & Harris Group, Inc. (NASDAQ: TINY) has invested $815,000 in a growth capital financing for OpGen, Inc., a privately held company. Harris & Harris Group and Cross Creek Capital, an affiliate of Wasatch Advisors, joined existing investors, Highland Capital Partners, Versant Ventures, jVen Capital and CHL Medical Partners, in the round. With the announced financing, Misti Ushio, Ph.D., of Harris & Harris Group, will join the OpGen board of directors.
The proceeds from this financing will be used to accelerate the commercialization of OpGen’s Argus® Whole Genome Mapping System, as well as its Genome-Builder™ tool suite for large genome sequencing assembly and data analysis. OpGen’s press release may be viewed at http://www.businesswire.com/news/home/20120307005453/en/OpGen-Completes-Growth-Capital-Financing.
Harris & Harris Group is an early-stage, active investor in transformative nanotechnology companies. Detailed information about Harris & Harris Group and its holdings can be found on its website at www.HHVC.com.
This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the Company's current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as well as subsequent filings, filed with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the Company's business, including but not limited to the risks and uncertainties associated with venture capital investing and other significant factors that could affect the Company's actual results. Except as otherwise required by Federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. The references to the websites www.HHVC.com and www.businesswire.com have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Harris & Harris Group is not responsible for the contents of third party websites.