UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 22, 2014

 

 

Sarepta Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-14895		93-0797222
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

215 First Street

Suite 415

Cambridge, MA 02142

(Address of principal executive offices, including zip code)

(617) 274-4000

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

---

Item 1.01 Entry into a Material Definitive Agreement.

On May 22, 2014, Sarepta Pharmaceuticals, Inc. (“Sarepta”), entered into a Purchase and Sale Agreement (the “Agreement”) with Eisai Inc. (“Eisai”), pursuant to which Sarepta will acquire from Eisai certain real and personal property, including a manufacturing facility in Andover, Massachusetts (the “Property”), for an aggregate purchase price of approximately $15 million, subject to adjustments and apportionments set forth in the Agreement (the “Acquisition”), of which approximately $10 million will be paid at closing and the remaining $5 million will be paid in two installments payable on or before July 15, 2015 and January 15, 2016.

The closing of the Acquisition is subject to the satisfaction or waiver of certain closing conditions customary for transactions of this type including a due diligence inspection by Sarepta during a period commencing on May 22, 2014 and ending on July 8, 2014 (the “Inspection Period”). Although Eisai is generally under no obligation to cure any objections raised by Sarepta resulting from its inspection, Sarepta may terminate the Agreement, in its sole discretion, during the Inspection Period. The closing of the Acquisition is expected to occur five business days after the expiration of the Inspection Period, subject to potential extensions as set forth in the Agreement.

The Agreement contains representations and warranties customary for transactions of this type. Eisai has also agreed to various customary seller covenants, including, among others, (1) not to market the Property or solicit or accept any offers or inquiries regarding the Property from and after the expiration of the Inspection Period, (2) obtaining Sarepta’s approval for any further encumbrance of the Property, (3) continuing to perform under Property contracts and refraining from modifying or amending Property contracts that would bind Sarepta after the closing of the Acquisition without Sarepta’s consent, and (4) continuing to operate the Property in a good and businesslike fashion.

The foregoing description of the Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to Sarepta’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2014.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
99.1		Press release dated May 22, 2014.

---

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.

 

Date: May 28, 2014

---

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release dated May 22, 2014.

Exhibit 99.1

 

Sarepta Investor and Media Contact:

Jim Baker

617.274.4010

jbaker@sarepta.com

Sarepta Therapeutics Announces Agreement for Acquisition of Manufacturing Facility in Massachusetts

— State-of-the-art 60,000 square foot facility enhances internal manufacturing capability

CAMBRIDGE, Mass. – May 22, 2014 – Sarepta Therapeutics, Inc. (NASDAQ: SRPT), a developer of innovative RNA-based therapeutics, today announced an agreement to acquire a multifunctional manufacturing facility on 26 acres of land in Massachusetts. Sarepta intends to use the facility to manufacture investigational exon skipping therapies for Duchenne muscular dystrophy (DMD). The transaction comprises approximately $25 million in acquisition costs and planned enhancements, and is expected to close in July subject to conditions and extensions in the agreement.

“This strategic acquisition complements our existing internal manufacturing capability and global network of suppliers,” said Chris Garabedian, president and chief executive officer of Sarepta Therapeutics. “While we scale up to address the potential U.S. commercial demand for our lead product candidate eteplirsen in the event of an approval next year, the addition of internal resources will enhance our ability to advance the development of our broader exon skipping platform and explore the potential of our technology platform in other therapeutic areas.”

Sarepta is the global leader in the development of phosphorodiamidate morpholino oligomer (PMO) chemistries for RNA therapeutics, with nearly a decade of experience producing drug supply for use in basic research and clinical trials. The Company plans to use the facility to further enhance and scale its proprietary manufacturing processes for PMO chemistries. In addition, the facility will be used to manufacture drug supply to support clinical trials of Sarepta’s exon skipping therapies for DMD, as well as research and development of future potential products and modified PMO chemistries.

The multifunctional facility was constructed in 1996 and upgraded in 2006, and has been qualified under Current Good Manufacturing Practice (cGMP) regulations. When fully operational, the facility supports approximately 40 technicians and support staff. In addition, the acquisition includes 26 acres of land available for future potential expansion.

 

-1-

---

About Sarepta Therapeutics

Sarepta Therapeutics is focused on developing first-in-class RNA-based therapeutics to improve and save the lives of people affected by serious and life-threatening rare and infectious diseases. The company’s diverse pipeline includes its lead program eteplirsen, for Duchenne muscular dystrophy, as well as potential treatments for some of the world’s most lethal infectious diseases. Sarepta aims to build a leading, independent biotech company dedicated to translating its RNA-based science into transformational therapeutics for patients who face significant unmet medical needs. For more information, please visit us at www.sarepta.com.

Forward-Looking Statements and Information

This press release contains statements that are forward-looking, including the statements about the potential acquisition by Sarepta of a new manufacturing facility and other property, the expected time for closing the acquisition, the planned uses for the property being acquired and benefits of the acquisition to Sarepta and its business operations, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, some of which are beyond Sarepta’s control, including: the acquisition may not successfully close for various reasons including termination of the agreement by either party or the failure of closing conditions to be met and Sarepta’s ability to use the property and achieve benefits from the property as planned may be negatively impacted by various factors including availability of resources, government or agency decisions and unexpected changes in applicable laws. These risks should be considered together with those included in the “Risk Factors” section of Sarepta’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, and Sarepta’s other SEC filings. Any forward-looking statement in this press release represents Sarepta’s views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Sarepta does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof, except as required by applicable law.

# # #

 

-2-