ITEM 1.01. Entry into a Material Definitive Agreement.
On
(a)
Equity: In partial consideration of MSK entering into Agreement, LICENSEE shall issue equity to MSK as follows:
(i)
On the Effective Date, 150,000 shares of LICENSEE's common stock; and
(ii)
On the day of IND submission to the
(b)
Running royalties: LICENSEE, its Affiliates, or Sublicensee shall pay to MSK a
royalty in an amount equal to two- and one-half percent (2.5%) of
(c)
License maintenance fees and annual minimum royalties: LICENSEE shall pay to MSK license maintenance fees and annual minimum royalty payments, due on each anniversary of the Effective Date, starting four (4) years after the Effective Date, as follows:
(i)
(ii)
(iii)
One hundred thousand dollars (
(d)
Development and regulatory milestone payments:
Within thirty (30) days of the occurrence of any of the following milestones, LICENSEE shall notify MSK of LICENSEE's, its Affiliate's or a Sublicensee's achievement of such milestone and pay to MSK the applicable milestone payment:
(i)
(ii)
One hundred and
(iii)
(iv)
(v)
The above development and regulatory milestone payments are payable regardless of whether the milestones are achieved by or on behalf of Licensee, an Affiliate, a Sublicensee or other third party.
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ITEM 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the shares of the Company's common stock upon consummation of the Transaction is exempt from registration under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Section 4(a)(2) and/or Regulation D of the Act.
ITEM 7.01. Regulation FD Disclosure
LICENSE AGREEMENT
On
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, 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 such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Forward Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding milestone requirements, the closing of the Transaction, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company's future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as "may," "will," "would," "could," "should," "expect," "plan," "anticipate," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
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ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits 10.1 Form of Exclusive License Agreement datedJanuary 28, 2020 99.1 Press Release issuedFebruary 10, 2020 byAngioGenex * * This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.
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