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) May 16, 2005
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
(State or Other Jurisdiction of Incorporation) |
| | |
1-15629 | | 13-3191702 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
119 Fourth Avenue, Needham, MA 02494-2725 |
(Address of Principal Executive Offices) (Zip Code) |
| | |
Registrant’s telephone number, including area code (781) 433-0771 |
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))
ITEM 1.01 Entry into Material Definitive Agreement.
On May 16, 2005, AVANT Immunotherapeutics, Inc. (“AVANT”) entered into a Purchase Agreement whereby an affiliate of Paul Royalty Fund II, L.P. will purchase for up to $61 million an interest in the net royalties AVANT will receive from GlaxoSmithKline on worldwide sales of RotarixÒ. The Purchase Agreement is filed herewith as Exhibit 10.1.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. | | Description |
| | |
10.1 | | Purchase Agreement, dated as of May 16, 2005, by and among AVANT Immunotherapeutics, Inc., a Delaware corporation, and PRF Vaccine Holdings LLC, a Delaware limited liability company. |
| | |
99.1 | | Press Release of AVANT Immunotherapeutics, Inc., dated May 18, 2005. |
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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.
| AVANT IMMUNOTHERAPEUTICS, INC. |
| | |
| | |
| By: | /s/ Avery W. Catlin |
| | Avery W. Catlin |
| | Senior Vice President and |
| | Chief Financial Officer |
| | |
Date: May 18, 2005 | | |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
10.1 | | Purchase Agreement, dated as of May 16, 2005, by and among AVANT Immunotherapeutics, Inc., a Delaware corporation, and PRF Vaccine Holdings LLC, a Delaware limited liability company. |
| | |
99.1 | | Press Release of AVANT Immunotherapeutics, Inc., dated May 18, 2005. |
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