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 3, 2011 (May 2, 2011)
ARCA biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-22873 | 36-3855489 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8001 Arista Place, Suite 200, Broomfield, CO 80021
(Address of Principal Executive Offices) (Zip Code)
(720) 940-2200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 2, 2011, (the “effective date”) ARCA biopharma, Inc. (“ARCA”) entered into an agreement (the “Agreement”) with Novartis International Pharmaceutical Limited (“Novartis”) under which ARCA has assigned its patent rights related to an undisclosed molecular target.
Under the terms of the Agreement, ARCA will receive an upfront payment of $2.0 million from Novartis. Under the Agreement, ARCA is also eligible to receive payments totaling $17.5 million upon the achievement of certain clinical, regulatory and commercial milestones.
A press release is attached as Exhibit 99.1 hereto, the contents of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Press Release titled “ARCA biopharma signs global rights agreement with large pharma company for one of ARCA’s early stage assets,” dated May 3, 2011. | |
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.
Dated: May 3, 2011
| ARCA biopharma, Inc. | ||
| (Registrant) | ||
| By: | /s/ Christopher D. Ozeroff | |
| Name: Christopher D. Ozeroff | ||
| Title: Senior Vice President and General Counsel | ||
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release titled “ARCA biopharma signs global rights agreement with large pharma company for one of ARCA’s early stage assets,” dated May 3, 2011. | |