Item 1.01 Entry into a Material Definitive Agreement.
Hi Marley Sublease
On December 6, 2021, Albireo Pharma, Inc. ("Albireo") and Hi Marley, Inc. ("Hi
Marley"), as subtenant, entered into a sublease agreement (the "Hi Marley
Sublease"), pursuant to which Albireo agreed to sublease to Hi Marley 14,734
rentable square feet of office space located at 10 Post Office Square, Boston,
Massachusetts, Albireo's current principal executive offices (the "Hi Marley
Subleased Premises"). The Hi Marley Sublease is subject and subordinate to that
certain Office Lease Agreement by and between Albireo, as tenant, and NS Boston
III PO Owner LLC, as landlord (the "NS Boston III"), dated February 7, 2017 (as
amended, the "Albireo Lease"). Hi Marley agreed to use the Hi Marley Subleased
Premises for general office use.
The term of the Hi Marley Sublease will commence on the latest to occur of
(i) April 1, 2022; (ii) the date on which Albireo delivers possession of the Hi
Marley Subleased Premises to Hi Marley in the required condition as set forth in
the Hi Marley Sublease; and (iii) the date on which NS Boston III delivers its
written consent to such sublease (such latest date, the "Hi Marley Commencement
Date") and will expire on October 31, 2026 (the "Hi Marley Sublease Term"),
unless earlier terminated pursuant to the terms of the Hi Marley Sublease.
Following a one-month rent abatement period, Hi Marley will be obligated to make
monthly rent payments in an amount beginning at approximately $68,759 and
increasing by approximately 2% annually for the term of the Hi Marley Sublease.
In addition, Hi Marley is responsible under the Hi Marley Sublease for specified
costs and charges, including certain operating expenses, utilities, taxes and
insurance.
In addition, the Hi Marley Sublease contains customary events of default that
entitle Albireo, among other things, to terminate the Hi Marley Sublease and
recover from Hi Marley the rent payments remaining to be paid by Hi Marley for
the balance of the Hi Marley Sublease Term. The specified events of default
include, among others, nonpayment of rent or other amounts due and payable by Hi
Marley under the Hi Marley Sublease, an uncured breach of a covenant under the
Hi Marley Sublease and certain bankruptcy and insolvency events.
Albireo Sublease
On December 7, 2021, Albireo and Institute For Healthcare Improvement ("IFHI")
entered into a sublease agreement (the "Albireo Sublease"), pursuant to which
IFHI agreed to sublet to Albireo the approximately 26,962 rentable square feet
of office space that IFHI currently leases at 53 State Street, Boston,
Massachusetts, which Albireo plans to use as its principal executive offices
(the "Albireo Subleased Premises"). The Albireo Sublease is subject and
subordinate to that certain Office Lease Agreement by and between IFHI, as
tenant, and 53 State Property, L.P., as landlord ("53 State Property"), dated
June 29, 2017 (as amended, the "IFHI Lease").
The Albireo Sublease will become effective upon receipt of consent from 53 State
Property (the "Landlord Consent"). The Albireo Sublease provides that the term
of the Albireo Sublease for the Albireo Subleased Premises will commence upon
the earlier of (a) March 1, 2022, and (b) Albireo's use of the Albireo Subleased
Premises for the permitted use as set forth in the Albireo Sublease (the
"Albireo Commencement Date"); provided, that the Albireo Commencement Date will
not occur prior to December 15, 2021, which is the date upon which IFHI agreed
to deliver the Albireo Subleased Premises to Albireo. The term of the Albireo
Sublease will expire on January 31, 2030 (the "Albireo Sublease Term") unless
earlier terminated pursuant to the terms of the Albireo Sublease.
Commencing six (6) months after the Albireo Commencement Date assuming the
Albireo Commencement Date is no later than March 1, 2022, Albireo is obligated
to pay IFHI monthly base rent in an amount beginning at approximately $123,576
and increasing by approximately 2% annually for the term of the Albireo
Sublease. In addition, Albireo is responsible under the Albireo Sublease for
specified costs and charges, including certain operating expenses, utilities,
taxes and insurance.
The Albireo Sublease contains customary provisions allowing IFHI to terminate
the Albireo Sublease upon the termination of the IFHI Lease. In addition, the
Albireo Sublease contains customary events of default that entitle IFHI, among
other things, to terminate the AlbireoSublease and recover from Albireo the rent
payments remaining to be paid for the balance of the Albireo Sublease Term. The
specified events of default include, among others, nonpayment of rent or other
amounts due and payable by Albireo under the Albireo Sublease, an uncured breach
of a covenant under the Albireo Sublease and certain bankruptcy and insolvency
events.
The foregoing description of the Hi Marley Sublease and the Albireo Sublease
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Hi Marley Sublease and the Albireo Sublease, which will be
filed with Albireo's Annual Report on Form 10-K for the year ending December 31,
2021.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 3, 2021, Patrick T. Horn, M.D., Ph.D, Albireo's Chief Medical
Officer, resigned effective as of December 31, 2021 to pursue other
opportunities. Dr. Jan Mattsson, Albireo's Chief Scientific Officer and a
co-founder of Albireo, will assume the role of interim head of research and
development, leading research and development of early and late-stage assets and
programs. Dr. Horn's departure was not the result of any disagreement regarding
any matter relating to Albireo's operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On December 9, 2021, Albireo issued a press release announcing the departure of
Dr. Horn from Albireo. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information in this Item 7.01 is being furnished and shall not be deemed
"filed" for purposes of Section 18 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 into any registration
statement or other filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Albireo Pharma, Inc. on December 9, 2021
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ALBIREO PHARMA, INC. 