| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 31, 2023 (the “Asset Purchase Closing”), Mirum Pharmaceuticals, Inc. (the “Company”) completed the acquisition of substantially all of the assets of Travere Therapeutics, Inc. (“Travere”) that are primarily related to the development, manufacture (including synthesis, formulation, finishing or packaging) and commercialization of Chenodal and Cholbam (also known as Kolbam, and together with Chenodal, the “Products”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”), dated July 16, 2023, by and between the Company and Travere. Under the terms of the Purchase Agreement, the Company paid an upfront purchase price of $210,000,000 in cash to Travere at the Asset Purchase Closing using cash and cash equivalents from the Company’s balance sheet. The Company may pay Travere up to $235,000,000 after the Asset Purchase Closing, upon the achievement of certain milestones based on specified amounts of annual net sales (tiered from $125,000,000 to $500,000,000) of the Products (the “Milestone Payments”).
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached to the Current Report on Form 8-K filed by the Company on July 17, 2023, and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On August 31, 2023 (the “Private Placement Closing”), immediately prior to the Asset Purchase Closing, the Company completed the private sale to certain investors (the “PIPE Investors”) of shares of the Company’s common stock, par value $0.0001 per share (the “PIPE Shares”) for an aggregate purchase price of approximately $210,000,000 at a price per share equal to $26.25, the closing price of the Company’s common stock on July 14, 2023 (the “Private Placement”). The Private Placement was completed pursuant to subscription agreements (the “Subscription Agreements”) by and among the Company and the PIPE Investors.
The issuance and sale of the PIPE Shares to the PIPE Investors pursuant to the Subscription Agreements was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the issuance and sale was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
At the Private Placement Closing, pursuant to the Subscription Agreements, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the PIPE Investors. Pursuant to the Registration Rights Agreements, the Company has agreed to file a registration statement registering the PIPE Shares for resale by the PIPE Investors. The Company has agreed to file such registration statement on or prior to the 45th calendar day following the date of the Private Placement Closing.
The foregoing descriptions of the Subscription Agreements and the Registration Rights Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the form of Subscription Agreement and the form of Registration Rights Agreement, copies of which were filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on August 7, 2023, and Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on July 17, 2023, respectively, and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 5, 2023, the Company issued a press release regarding the Asset Purchase Closing and the Private Placement Closing, a copy of which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information or Exhibit 99.1 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,”
