AIMMUNE THERAPEUTICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
I.
On
In connection with the equity investment, Aimmune entered into a Securities
Purchase Agreement (the "Purchase Agreement"), dated as of
The following are summaries of the material terms and conditions of the Strategic Collaboration Agreement, the Purchase Agreement, the Standstill Agreement and the Registration Rights Agreement (collectively, the "Agreements"). The following summaries of the material terms and conditions of the Agreement are qualified in their entirety by the actual Agreements, copies of which are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report and are incorporated herein by reference.
Strategic Collaboration Agreement
Pursuant to the Strategic Collaboration Agreement, the Company and Nestlé
(through itself and one or more affiliated entities) agreed to continue to
collaborate with one another in connection with the development of the Company's
products, including by (i) sharing information relating to the Company's
activities directed towards the development of the Company's products for the
treatment of allergies to one or more particular types of food (the "Development
Programs") and commercialization plans for PALFORZIATM (AR101), the Company's
investigational product for the treatment of peanut allergy, and (ii) providing
the Company access to Nestlé's scientific, clinical, regulatory and commercial
expertise relevant to such Development Programs. In connection with the
foregoing, the Company and Nestlé will maintain their existing Strategic
Collaboration Committee, which will continue to be comprised of up to five
(5) representatives of each party. The input that the Company receives from
Nestlé in the Strategic Collaboration Agreement is advisory only; the Company
retains full decision-making control for all Development Programs and for the
commercialization of PALFORZIA. In addition, for so long as Nestle holds not
less than fourteen percent (14%) of the Company's outstanding common stock,
Nestlé will continue to be entitled to designate one (1) nominee to serve as a
director on Aimmune's Board of Directors, which shall continue to be
The term of the Strategic Collaboration Agreement (the "Term") commenced on
During the Term, the Company may conduct licensing or partnering discussions with other potential partners, with respect to the Development Programs. During the Term, if Nestlé decides to pursue development of a drug or biologic product that can be combined with an oral immunotherapy product and that is intended to improve the efficacy or safety of such oral immunotherapy product for the treatment of one or more food allergies, then NHSc shall provide Aimmune with the opportunity to enter into an exclusive negotiating period with respect to such opportunity for a period of three (3) months and the parties will negotiate in good faith during such period. If the parties have not entered into a definitive agreement governing the opportunity as of the end of any such negotiating period, NHSc would be free to partner or pursue a transaction with third parties with respect to such opportunity.
The Strategic Collaboration Agreement contains a non-competition covenant pursuant to which Nestlé has agreed not to engage in certain activities relating to oral immunotherapies for the treatment of food allergies, including, with respect to the treatment of peanut allergy, the research, development or . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
Item 3.02 Unregistered Sales of
Reference is made to the disclosures set forth in Item 1.01 with regard to the issuance of the NHSc Shares and the Xencor Initial Shares, which disclosures are incorporated by reference into this Item 3.02.
The sale and issuance of the NHSc Shares and the Xencor Initial Shares is being
made in reliance upon exemptions from registration pursuant to Section 4(a)(2)
under the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder. NHSc US and Xencor each represented to the Company that it is an
"accredited investor" within the meaning of Rule 501 under the Securities Act.
Accordingly, neither the NHSc Shares nor the Xencor Initial Shares have been
registered under the Securities Act, and until so registered, these securities
may not be offered or sold in
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On or prior to the Closing date, the Company will designate 525,634 shares of
its authorized and unissued preferred stock as Series A Convertible Preferred
Stock and will file a Certificate of Designation of Preferences, Rights and
Limitations of Series A Convertible Preferred Stock (the "Certificate of
Designation") with the
Each share of Series A Preferred Stock is convertible into ten shares of Common
Stock (subject to adjustment as provided in the Certificate of Designation) at
any time at the option of the holder, provided that the holder will be
prohibited from converting the Series A Preferred Stock into shares of Common
Stock if, as a result of such conversion, the holder, together with its
affiliates, would own more than 19.99% of the total number of shares of Common
Stock then issued and outstanding, subject to certain exceptions. In the event
of the Company's liquidation, dissolution, or winding up, holders of Series A
Preferred Stock will be entitled to receive, before any proceeds are distributed
to the holders of Common Stock or junior securities and pari passu with any
distributions to the holders of the Series A Preferred Stock, (i) an amount
equal to
• senior to all of the Common Stock;
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• senior to any class or series of capital stock of the Company created
after the designation of the Series A Preferred Stock specifically ranking
by its terms junior to the Series A Preferred Stock;
• on parity with all shares of Series A Preferred Stock and any class or
series of capital stock of the Company created after the designation of
the Series A Preferred Stock specifically ranking by its terms on parity
with the Series A Preferred Stock; and
• junior to any class or series of capital stock of the Company created
after the designation of the Series A Preferred Stock specifically ranking
by its terms senior to the Series A Preferred Stock;
in each case, as to distributions of assets upon the Company's liquidation, dissolution or winding up whether voluntarily or involuntarily and/or the right to receive dividends.
The shares of Series A Preferred Stock issued pursuant to the Securities Purchase Agreement were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
3.1 Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock
4.1 Amended and Restated Registration Rights Agreement, dated
February 4, 2020 , by and between the Company and Nestle Health
Science US Holdings, Inc.
4.2 Amended and Restated Standstill Agreement, dated February 4, 2020 ,
by and between the Company and Nestle Health Science US Holdings,
Inc.
10.1† Amended and Restated Strategic Collaboration Agreement, dated
February 4, 2020 , by and between the Company and Société des
Produits Nestlé S.A.
10.2 Securities Purchase Agreement, dated February 4, 2020 , by and
between the Company and Nestle Health Science US Holdings, Inc.
10.3† License Agreement, dated February 4, 2020 , by and among, Aimmune
Therapeutics, Inc. and Xencor, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Portions of this exhibit have been omitted in accordance with Item 601(b)(10)
of Regulation S-K.
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