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): March 7, 2016
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 2.05 Costs Associated with Exit of Disposal Activities.
On March 7, 2016 the Board of Directors of Sarepta Therapeutics, Inc. (the “Company”) approved a consolidation plan to wind down and close the Corvallis, Oregon offices of the Company with the goal of locating all of the Company’s operations in Massachusetts (the “Consolidation Plan”). The Consolidation Plan is part of a plan to increase the Company’s operational efficiency. Certain employees in the Corvallis office will be offered relocation packages for their relocation to Massachusetts, however, the number of positions that will be eliminated in connection with the Consolidation Plan represents approximately 17% of the Company’s workforce. These relocations and terminations are planned to occur in four waves in May, October, November and December of this year. The Company expects that the Consolidation Plan will be completed by December 30, 2016. The Company currently estimates it will incur total charges of between approximately $1.7 million and $2.4 million, consisting primarily of cash expenses for severance and relocation benefits. In addition to such expenses, there is a non-cancelable lease relating to the Company’s laboratory and office space in Corvallis that expires in December 2020. Following the expected completion date of the Consolidation Plan, the Company expects to be obligated to make approximately $4.3 million of cash lease payments through the expiration of the lease. Although the Company is exploring its options with respect to the remaining term of the lease or identifying a sub-lessee, there can be no guarantee that we will recoup or reduce the non-cancelable future lease payments. The Company may also incur other material costs or charges not currently contemplated due to events that may occur as a result of, or associated with, the Consolidation Plan.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 8, 2016. | |
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include statements regarding the Company’s Consolidation Plan; the expected completion date of the Consolidation Plan; the potential benefits of the Consolidation Plan, including increasing the Company’s operational efficiency; and the costs or charges that the Company may incur in connection with the Consolidation Plan. Forward-looking statements also include those regarding Sarepta’s future business developments and actions and the timing of the same.
These forward-looking statements involve risks and uncertainties, many of which are beyond Sarepta’s control. Known risk factors include, among others: the Consolidation Plan may take longer than anticipated or otherwise negatively impact the Company and its business plans during and after the period during which the Consolidation Plan is being executed, the Company may not be able to obtain the benefits it is expecting from the Consolidation Plan and those risks identified under the heading “Risk Factors” in Sarepta’s 2015 Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) as well as other SEC filings made by the Company which you are encouraged to review.
Any of the foregoing risks could materially and adversely affect Sarepta’s business, results of operations and the trading price of Sarepta’s common stock. For a detailed description of risks and uncertainties Sarepta faces, you are encouraged to review the Company’s filings with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. Sarepta does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.
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.
| Sarepta Therapeutics, Inc. | ||
| By: | /s/ Edward Kaye | |
| Edward Kaye Interim Chief Executive Officer, Senior Vice President and Chief Medical Officer | ||
Date: March 8, 2016
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 8, 2016. | |
Exhibit 99.1
Sarepta Therapeutics Announces Long Term Plan to Consolidate Facilities within Massachusetts
CAMBRIDGE, Mass.—(BUSINESS WIRE)—March 8, 2016—Sarepta Therapeutics, Inc. (NASDAQ:SRPT), a developer of innovative RNA-targeted therapeutics, today announced a long term plan to move all of the Company’s operations to Massachusetts, as part of a strategic plan to increase operational efficiency.
Over the course of the year, the Company plans to close their facility in Corvallis, Oregon, which primarily focused on early-stage research and research manufacturing. As part of the consolidation, research activities and some employees will transition to Sarepta facilities in Andover and Cambridge, Massachusetts.
“For a biotechnology company of our size and stage of development, it is operationally important to centralize our facilities and focus our efforts on the R&D, manufacturing, and pre-commercialization of eteplirsen,” said Edward Kaye, Sarepta’s interim chief executive officer and chief medical officer. “To that end, we will consolidate operations to Massachusetts over the coming year to optimize the efficiency of our R&D and manufacturing teams.”
The consolidation efforts are planned to occur in four waves – in May, October, November, and December of this year – with an estimated completion date of December 30, 2016.
Sarepta Therapeutics has not received formal notification of a rescheduled date for the Peripheral and Central Nervous System Advisory Committee Meeting to review eteplirsen, but anticipates that it will be scheduled prior to the May 26, 2016 PDUFA date.
About Sarepta Therapeutics
Sarepta Therapeutics is a biopharmaceutical company focused on the discovery and development of unique RNA-targeted therapeutics for the treatment of rare, infectious and other diseases. The Company is primarily focused on rapidly advancing the development of its potentially disease-modifying DMD drug candidates, including its lead DMD product candidate, eteplirsen, designed to skip exon 51. Sarepta is also developing therapeutics for the treatment of rare, infectious and other diseases. For more information, please visit us at www.sarepta.com.
Forward-Looking Statements
In order to provide Sarepta’s investors with an understanding of its current results and future prospects, this press release contains statements that are forward-looking. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends,” “potential,” “possible” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include statements relating to the Company’s plan to consolidate its operations in Massachusetts; the expected completion date of such consolidation; the potential benefits of such consolidation, including increasing the operational efficiency the Company’s R&D and manufacturing teams; and the expected scheduling of the Peripheral and Central Nervous System Advisory Committee meeting.
These forward-looking statements involve risks and uncertainties, many of which are beyond Sarepta’s control. Known risk factors include, among others: the consolidation may take longer than anticipated or otherwise negatively impact the Company and its business plans during and after the period during which the consolidation is being executed; the Company may not be able to obtain the benefits it is expecting from the consolidation; and those risks identified under the heading “Risk Factors” in Sarepta’s 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) as well as other SEC filings made by the Company which you are encouraged to review.
Any of the foregoing risks could materially and adversely affect the Company’s business, results of operations and the trading price of Sarepta’s common stock. For a detailed description of risks and uncertainties Sarepta faces, you are encouraged to review the Company’s filings with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. Sarepta does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.
Internet Posting of Information
We routinely post information that may be important to investors in the ‘For Investors’ section of our website at www.sarepta.com. We encourage investors and potential investors to consult our website regularly for important information about us.
Source: Sarepta Therapeutics, Inc.
Media and Investors:
Sarepta Therapeutics, Inc.
Ian Estepan, 617-274-4052
iestepan@sarepta.com
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