VERVE THERAPEUTICS, INC. : Entering a Material Definitive Agreement, Unrecorded Sale of Equity Securities (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On July 18, 2022 (the “Effective Date”), Verve Therapeutics, Inc. (“Verve” or the “Company”) has entered into a strategic collaboration and licensing agreement (the “Collaboration Agreement”) with Vertex Pharmaceuticals Incorporated (“Vertex”) for a four-year proprietary global research collaboration focused on development of in vivo gene-editing candidates toward an undisclosed target for the treatment of a single liver disease. In addition, on the Effective Date, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Vertex, pursuant to which the Company agreed to sell and issue common stock to Vertex.

License and Strategic Collaboration Agreement

Pursuant to the collaboration agreement, Verve will be responsible for the discovery, research and certain preclinical development of novel candidates for the development of in vivo gene editing for the target of interest. Verve’s research activities will focus on (i) identification and design of specific gene editing systems and target-directed in vivo delivery systems and (ii) candidate evaluation and optimization. development to achieve the criteria specified in the collaboration agreement. Vertex will reimburse Verve’s research expenses in accordance with an agreed budget. The search term has an initial term of four years and can be extended by Vertex for up to one additional year.

Vertex will be solely responsible for the further development, manufacturing and commercialization of any product candidates resulting from Verve’s research efforts. Verve received an upfront payment from Vertex of $25 million on July 20, 2022. Verve is eligible to receive (i) success payments of up to $22 million
for each candidate product (up to a maximum of $66 million) that achieves the applicable development criteria and (ii) up to a total of $340 million in development and commercial milestone payments. Verve is also eligible to receive single-digit royalties on net sales, subject to specified reductions. Such royalty payments will terminate on a country-by-country and product-by-product basis on the later of (i) the expiration of the last valid expired claim under the patent rights covering such product in that country, (ii) the period of regulatory exclusivity associated with that product in that country or (iii) ten years after the first commercial sale of that product in that country.

Prior to the first patient dosing of the first Phase 1 clinical trial for the first product candidate developed under the collaboration agreement, Verve also has the right to opt into a profit sharing agreement under which Vertex and Verve would share costs and net benefits for all product candidates resulting from the collaboration. If Verve exercises its opt-in right, in lieu of milestones and royalties, Verve will be obligated to pay a specified percentage of development and commercialization costs, and it will be entitled to receive a specified percentage of profits from any sales of any product candidates advanced under the collaboration. At the time Verve exercises the option, it can elect a profit/cost share of up to 40% (with Vertex retaining a minimum of 60%). In order to exercise its opt-in right, Verve is required to pay a commission ranging from $25-70 million, based on the profit/cost percentage chosen by Verve and the Verve-licensed technology included in the most advanced product candidate at the time Verve exercises its opt-in right. In all benefit sharing scenarios, Vertex will control the development and worldwide commercialization of any product candidates resulting from the collaboration.

The Collaboration Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction of this nature. Verve and Vertex each have the right to terminate the contract for gross breach or insolvency of the other party after notice and, if applicable, a remedy period. Vertex may also terminate the entire Collaboration Agreement for convenience upon 90 days notice.

The foregoing description of the terms of the Collaboration Agreement is qualified in its entirety by reference to the full text of the Collaboration Agreement, which Verve intends to file as an attachment to its Quarterly Report on Form 10- Q for the quarter ending September 30, 2022.

Share Purchase Agreement

On the Effective Date, as part of the execution of the Collaboration Agreement, Verve and Vertex also entered into the Share Purchase Agreement for the sale and issuance of 1,519,756 shares Verve shares, face value
$0.001 per share (the “Shares”) to Vertex at a price of $23.03 per share, which is equal to the five-day volume-weighted average trading price on July 15, 2022for a total purchase price of $35.0 million. The sale of the Shares was closed on July 20, 2022.

————————————————– ——————————

The Share Purchase Agreement includes lock-up restrictions with respect to the Shares. Pursuant to the terms of the Share Purchase Agreement, Vertex has agreed not to, and will cause its affiliates not to, sell or transfer any of the Shares for a period of 12 months from the date of issuance of shares, subject to specified conditions. and exceptions.

The foregoing description of the terms of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which Verve intends to file as an exhibit to its Quarterly Report. on form 10-Q for the end of the quarter September 30, 2022.

Item 3.02 Unrecorded Sales of Equity securities.

The information set out in point 1.01 above under the heading “Share Purchase Agreement” is incorporated herein by reference. The Company expects the Shares to be issued on the basis of the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). ). The shares have not been registered under securities law or any state securities law and may not be offered or sold in United States in the absence of registration under the Securities Act or an applicable exemption from the registration requirements.

————————————————– ——————————

© Edgar Online, source Previews

Comments are closed.