UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 28, 2019
Merrimack Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-35409 | 04-3210530 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
One Kendall Square, Suite B7201 Cambridge, MA | 02139 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617)441-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.01 par value | MACK | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
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 June 28, 2019, Merrimack Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Asset Purchase Agreement, dated as of May 28, 2019, as amended (the “Asset Purchase Agreement”), by and between the Company and 14ner Oncology, Inc. (“14ner”). The Amendment further amended the Asset Purchase Agreement to extend the closing date of the transaction from June 28, 2019 to July 12, 2019, in each case or as of such earlier date as the parties may agree. The Company granted this extension in order to allow 14ner to secure its financing commitments.
The above description of the Amendment is qualified in its entirety by reference to the terms of the Amendment, filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
2.1 | Amendment No. 2 to Asset Purchase Agreement, dated as of June 28, 2019, between Merrimack Pharmaceuticals, Inc. and 14ner Oncology, Inc. |
SIGNATURE
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.
MERRIMACK PHARMACEUTICALS, INC. | ||||||
Date: June 28, 2019 | By: | /s/ Jeffrey A. Munsie | ||||
Jeffrey A. Munsie | ||||||
General Counsel |