2seventy bio Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Costs Associated with Exit or Disposal Activities, Regulation FD Disclosure, Financial Statements and Exhibits
$TSVT
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2024
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Item 1.01 Entry into a Material Definitive Agreement
On June 21, 2024, 2seventy bio, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with Novo Nordisk A/S (“Novo”). Subject to the terms and conditions of the Purchase Agreement, the Company sold to Novo (the “Asset Sale”), the Company’s program for the research, development, manufacture, regulatory approval for, and commercialization of, gene therapy products exploiting the megaTAL Platform that is directed to the treatment, diagnosis and prevention of hemophilia (collectively, the “Programs” and such assets, the “Transferred Assets”). Pursuant to the Purchase Agreement and related ancillary agreements, in consideration for the Transferred Assets and related transition services, Novo paid the Company upfront consideration of $38 million in cash, plus up to an additional $2 million that will be held back by Novo for 12 months and may be used to settle claims for indemnification. Novo also assumed certain liabilities of the Company arising after Closing, including liabilities related to the conduct of the Programs under transferred contracts and with respect to certain of the Company’s employees.
The Purchase Agreement contains customary representations, warranties and covenants of each of the Company and Novo. The Purchase Agreement further provides that, subject to certain limitations, the Company and Novo will each indemnify the other for certain losses arising from such breaches of representations, warranties and covenants and liabilities allocated to such party pursuant to the terms of the Purchase Agreement. Effective as of June 21, 2024, the existing collaboration agreement between the Company and Novo regarding certain of the Programs was terminated.
The foregoing descriptions of the terms of the Purchase Agreement and the Asset Sale do not purport to be complete and are qualified in their entirety by reference to the terms and conditions of the Purchase Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 21, 2024, the Company completed the transactions contemplated by the Purchase Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Asset Sale
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company is currently unable to make a determination of the estimated amount or range of amounts of the charge that will result in future cash expenditures in connection with the Asset Sale, provided that if and when the Company makes a determination of such an estimate or range of estimates, the Company undertakes to file an amended report on Form 8-K under this Item 2.05 within four business days.
Item 7.01 Regulation FD Disclosure.
On June 26, 2024, the Company issued a press release regarding the Asset Sale. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101). | |||||||
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.
| Dated: June 26, 2024 | 2seventy bio, Inc. | ||||||||||
| By: | /s/ Victoria Eatwell | ||||||||||
| Victoria Eatwell | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||