8-K

ATEA PHARMACEUTICALS, INC.

Date: November 16, 2021

/s/ Andrea Corcoran

Andrea Corcoran

Chief Financial Officer and Executive Vice President,

Legal and Secretary

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): November 12, 2021

Atea Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39661

46-0574869

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

125 Summer Street

Boston, MA 02110

(Address of principal executive offices) (Zip Code)

(857) 284-8891

(Registrant’s telephone number, include area code)

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:

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

AVIR

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 ☒

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. ☐

Item 1.02

Termination of a Material Definitive Agreement.

As previously disclosed, Atea Pharmaceuticals, Inc. (the “Company”) is party to a license agreement, dated October 20, 2020 (as amended, the “License Agreement”) with F. Hoffman-LaRoche Ltd. and Genentech, Inc. (collectively, “Roche”). On November 12, 2021, Roche sent the Company a termination notice under Section 19.2.3 of the License Agreement, pursuant to which the License Agreement will terminate on February 10, 2022. As further described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, the License Agreement licensed to Roche the ex-U.S. rights to develop and commercialize certain of the Company’s compounds, including AT-527. There are no early termination penalties that will be incurred by the Company in connection with the termination.

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.

Atea Pharmaceuticals, Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement