UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 5, 2017
CONATUS PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-36003 | | 20-3183915 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
16745 West Bernardo Drive, Suite 200 San Diego, CA | | 92127 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (858) 376-2600
(Former Name or Former Address, if Changed Since Last Report.)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. x
On July 5, 2017, the exclusive license granted by Conatus Pharmaceuticals Inc. (“Conatus”) to Novartis Pharma AG (“Novartis”) for the global development and commercialization of emricasan became effective under terms of the Option, Collaboration and License Agreement dated December 19, 2016 (the “Collaboration Agreement”). The license became effective upon Conatus’ receipt of a $7 million option exercise payment from Novartis pursuant to the Collaboration Agreement, following U.S. Federal Trade Commission review and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Collaboration 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.
| Date: July 6, 2017 | | CONATUS PHARMACEUTICALS INC. |
| | | |
| | | By: | | /s/ Steven J. Mento, Ph.D. |
| | | Name: | | Steven J. Mento, Ph.D. |
| | | Title: | | President and Chief Executive Officer |
