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): July 9, 2020
Kiniksa Pharmaceuticals, Ltd.
(Exact name of Registrant as Specified in Its Charter)
| Bermuda | | 001-730430 | | 98-1327726 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
Kiniksa Pharmaceuticals, Ltd.
Clarendon House
2 Church Street
Hamilton HM11, Bermuda
(808) 451-3453
(Address, zip code and telephone number, including area code of principal executive offices)
Kiniksa Pharmaceuticals Corp.
100 Hayden Avenue
Lexington, MA, 02421
(781) 431-9100
(Address, zip code and telephone number, including area code of agent for service)
N/A
(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
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
| Class A Common Shares $0.000273235 par value | | KNSA | | The Nasdaq Global Select 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 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
Item 1.01. Entry into a Material Definitive Agreement.
Effective July 9, 2020, Kiniksa Pharmaceuticals, Ltd., a Bermuda exempted company (the “Company”), entered into Amendment No. 1 to the License Agreement (the “Amendment”) with MedImmune Limited, a limited liability company authorized and existing under the laws of England and Wales (“MedImmune”), to amend, modify and restate certain terms and conditions of the License Agreement dated December 21, 2017 between the Company and MedImmune (the “Original Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement, which agreement was filed with the Securities and Exchange Commission on April 27, 2018 as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (333-224488).
The Amendment provides for (a) a new Section 1.111 of the Original Agreement to provide for the definition of a “Coronavirus Field” and (b) the amendment and restatement of Section 5.2.1 of the Original Agreement to defer the payment of certain development and regulatory milestones for the Coronavirus Field.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
* Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act of 1933, as amended, because the information is not material and would be competitively harmful if publicly disclosed.
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.
| | KINIKSA PHARMACEUTICALS, LTD. |
| | |
| | | |
| Date: July 15, 2020 | By: | /s/ Thomas Beetham |
| | | Thomas Beetham |
| | | Executive Vice President, Chief Legal Officer |
