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): December 8, 2016
Recro Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-36329 | 26-1523233 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 490 Lapp Road, Malvern, Pennsylvania | 19355 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (484) 395-2470
Not Applicable
(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 December 8, 2016, Recro Pharma, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to the Purchase and Sale Agreement, dated as of March 7, 2015, by and among Alkermes Pharma Ireland Limited (“APIL”), Daravita Limited, Eagle Holdings USA, Inc., the Company and Recro Gainesville LLC, a wholly-owned subsidiary of the Company. The Amendment revises the payment terms of the Development Milestone Earn-Out Consideration (as defined in the Amendment) due from the Company to APIL to provide that the Company may elect, at its option, to defer the $10 million milestone payment otherwise due upon the filing of the new drug application (“NDA”) for intravenous meloxicam to approval of the NDA (the “Deferral Option”). If the Company elects the Deferral Option, the $10 million milestone payment will be increased to $15 million, which will result in an aggregate milestone payment due to APIL of $45 million upon approval of the NDA.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Document | |
| 2.1 | First Amendment to Purchase and Sale Agreement, dated December 8, 2016 | |
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, thereunto duly authorized.
| Recro Pharma, Inc. | ||
| By: | /s/ Gerri A. Henwood | |
| Name: | Gerri A. Henwood | |
| Title: | Chief Executive Officer | |
Date: December 8, 2016
EXHIBIT INDEX
| Exhibit |
Document | |
| 2.1 | First Amendment to Purchase and Sale Agreement, dated December 8, 2016 | |