Item 1.01 Entry into a Material Definitive Agreement.
On April 12, 2023, Finch Therapeutics Holdings LLC ("FTH"), a direct, wholly
owned subsidiary of Finch Therapeutics Group, Inc. (the "Company"), and the
Regents of the University of Minnesota ("UMN"), entered into an amendment (the
"Amendment") to the Amended and Restated Exclusive License Agreement, dated
January 28, 2022, between FTH and UMN (the "UMN Agreement").
Under the UMN Agreement, UMN granted FTH a worldwide, royalty-bearing, exclusive
license, with the right to grant sublicenses, under certain patents and
inventions of UMN to make, have made, use, offer to sell or sell, offer to lease
or lease, import, or otherwise offer to dispose or dispose of any product or
service that is covered by such licensed patents. Under the UMN Agreement, FTH
is obligated to use commercially reasonable efforts to commercialize the
licensed inventions and to manufacture and sell licensed products, including by
meeting certain specific performance milestones. Pursuant to the Amendment,
certain terms related to the performance milestones have been amended,
including: (i) the allowance for satisfaction of FTH performance milestones
directly or indirectly by way of a sublicensee, (ii) the extension of specified
performance milestone deadlines, (iii) the addition of certain obligations
related to development of licensed products, and (iv) the expansion of the
performance milestone related to regulatory approval of licensed products to
include additional jurisdictions. The Amendment also clarifies activities that
satisfy specified performance milestones under the UMN Agreement.
The foregoing description of the UMN Agreement and the Amendment is qualified in
its entirety by reference to the complete text of the UMN Agreement, which was
previously filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K on
March 31, 2022, and is incorporated by reference herein, and the complete text
of the Amendment, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ending June 30, 2023.
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Item 7.01 Regulation FD Disclosure.
On April 18, 2023, the Company issued a press release related to the Amendment.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed "filed" for purposes of the
Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed
incorporated by reference in any filing under Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
99.1 Press Release, dated April 18, 2023 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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