| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 28, 2020 (the “Closing Date”), Unum Therapeutics Inc., a Delaware corporation (“Unum”), sold its assets, rights and interests relating to its Bolt-On Chimeric Receptor (“BOXR”) technology and Autologous Cell Therapy Industrial Automation (“ACTIA”) technology (collectively, the “BOXR Platform”), to SOTIO LLC (“SOTIO”) (the “Transaction”), pursuant to an asset purchase agreement by and among Unum, SOTIO and SOTIO NV as Guarantor (the “Purchase Agreement”).
Pursuant to the Purchase Agreement, SOTIO has agreed to pay Unum total cash consideration of up to $11.5 million, consisting of an upfront payment of $8.1 million ($1.725 million of which was placed in escrow for 90 days) on the Closing Date and potential milestone payments of up to $3.4 million in the aggregate upon the achievement of certain milestones related to the issuance of Specified Claims (as described in the Purchase Agreement) by the U.S. Patent and Trademark Office and the European Patent Office.
The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Unum’s public disclosures.
The foregoing descriptions of the Transaction and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement, which Unum intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2020.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
See Item 1.01, which is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On August 31, 2020, Unum issued a press release announcing the Purchase Agreement with SOTIO. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01 and Exhibit 99.1 are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, not shall this item and Exhibit 99.1 be incorporated by reference into Unum’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such future filing.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
Attached as Exhibit 99.2 hereto are the following:
| | • | | Explanatory note and basis of presentation with respect to unaudited pro forma condensed financial statements. |
| | • | | Unaudited pro forma condensed consolidated balance sheet of Unum as of June 30, 2020 (and notes hereto). |
| | • | | Unaudited pro forma condensed consolidated statement of operations of Unum for the six months ended June 30, 2020 (and notes thereto). |
| | • | | Unaudited pro forma condensed consolidated statement of operations of Unum for the year ended December 31, 2019 (and notes thereto). |
