UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 15, 2022
KRYSTAL BIOTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38210 | 82-1080209 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2100 Wharton Street, Suite 701
Pittsburgh, Pennsylvania 15203
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (412) 586-5830
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:
☐ | 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)) |
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 | KRYS | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01 | Regulation FD Disclosure. |
Krystal Biotech, Inc. (the “Company”) today announced that it has reached a binding term sheet with PeriphaGen, Inc. (“PeriphaGen”) to resolve all claims in the trade secret litigation filed by PeriphaGen on May 20, 2020. The settlement contains no admission of liability or wrongdoing and includes a full release of the claims made against the Company, Krish Krishnan, Suma Krishnan, PeriphaGen, James Wechuck and David Krisky.
Pursuant to the term sheet, which is legally binding, PeriphaGen will transfer to the Company all of PeriphaGen’s biological materials and skin assets, and the Company will pay PeriphaGen a one-time payment of $25 million. In addition, upon approval of the Company’s first product by the U.S. Food and Drug Administration (FDA), it will pay PeriphaGen an additional $12.5 million in milestone payment, followed by three additional $12.5 million milestone payments upon the Company reaching $100 million in total cumulative sales, $200 million in total cumulative sales, and $300 million in total cumulative sales, respectively, as reported by the Company in its annual 10-K filings. The parties expect to enter into a final settlement agreement memorializing the terms of the binding term sheet, and the case is expected to be formally dismissed by United States District Court for the Western District of Pennsylvania within a month.
The Company issued a press release regarding this settlement, a copy of which is attached to this Report as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release, dated March 15, 2022 | |
104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 15, 2022 | KRYSTAL BIOTECH, INC. | |||||
By: | /s/ Krish S. Krishnan | |||||
Name: | Krish S. Krishnan | |||||
Title: | Chairman and Chief Executive Officer |