UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported): July 20, 2018
INTELLIA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-37766 | | 36-4785571 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
40 Erie Street, Suite 130, Cambridge, Massachusetts | | | | 02139 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (857)285-6200
Not Applicable
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:
| | ☐ | 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 CFR240.13d-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 orRule 12b-2 of the Securities Exchange Act of 1934.
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.
Pursuant to that certain License and Collaboration Agreement (the “Collaboration Agreement”), dated as of April 11, 2016, by and between Intellia Therapeutics, Inc. (the “Company”) and Regeneron Pharmaceuticals, Inc. (“Regeneron”), the Company and Regeneron agreed to enter into aco-development andco-commercialization agreement relating to certain development Targets (as defined in the Collaboration Agreement). On July 20, 2018, the Company and Regeneron agreed to a form ofCo-Development andCo-Promotion Agreement (the“Co-Development/Co-Promotion Agreement”) that is, in all material respects, consistent with Schedule 5.3 of the Collaboration Agreement. The Company and Regeneron agreed that the form ofCo-Development/Co-Promotion Agreement will be used as the basis for eachCo-Development/Co-Promotion Agreement directed to a Target. In addition, on July 20, 2018, the Company and Regeneron entered into the firstCo-Development/Co-Promotion Agreement directed to a Target, which is transthyretin (TTR), and under which the Company will be the clinical and commercial lead for TTR activities.
The foregoing summary is qualified in its entirety by reference to the form ofCo-Development/Co-Promotion Agreement which the Company expects to file as an exhibit to its Quarterly Report on Form10-Q for the three months ended June 30, 2018. The Company intends to seek confidential treatment for certain portions of the form ofCo-Development/Co-Promotion Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
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.
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| Date: July 20, 2018 | | | | Intellia Therapeutics, Inc. |
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| | | | By: | | /s/ John M. Leonard |
| | | | | | John M. Leonard |
| | | | | | Chief Executive Officer and President |
