Item 1.01 Entry Into a Material Definitive Agreement.
PB6440 Asset Purchase Agreement
On January 13, 2020, PhaseBio Pharmaceuticals, Inc. (the "Company") entered into
an asset purchase agreement (the "PB6440 Agreement") with Viamet Pharmaceuticals
Holdings, LLC ("Viamet") and its wholly-owned subsidiary, Selenity Therapeutics
(Bermuda), Ltd. ("Selenity" and, together with Viamet, the "Sellers"), pursuant
to which the Company acquired all of the assets and intellectual property rights
related to the Sellers' proprietary CYP11B2 inhibitor compound, formerly known
as SE-6440 or VT-6440, and certain other CYP11B2 inhibitor compounds that are
covered by the patent rights acquired by the Company under the PB6440 Agreement
(together, "Compounds"). The Company intends to designate SE-6440 as PB6440,
which the Company intends to develop for treatment-resistant hypertension. The
acquired patent rights include 20 issued or pending US and foreign patents and
patent applications, with the last issued patent acquired expected to expire in
2037.
Under the terms of the PB6440 Agreement, the Company is required to pay to
Viamet:

• an upfront fee of $100,000 upon the closing of the transaction;




•         up to $5.1 million upon the achievement of certain development and
          intellectual property milestones with respect to certain product
          candidates that contain a Compound;


•         up to $142.5 million upon the achievement of certain commercial
          milestones with respect to any approved product that contains a
          Compound; and


•         low- to mid-single digit royalty percentages on the net sales of
          approved products that contain a Compound, subject to customary
          reductions and offsets in specified circumstances.


The Company's obligation to pay royalties expires on a product-by-product and
country-by-country basis until the later of ten years from the first commercial
sale of such product in such country and the expiration of the last-to-expire
patent assigned to the Company with respect to such product. The PB6440
Agreement requires the Company to use commercially reasonable efforts to achieve
the development and commercial milestones described above; however, the Company
retains sole discretion over the development of any Compounds.
The PB6440 Agreement contains representations, warranties and covenants of the
Company and the Sellers customary for a transaction of this nature. The PB6440
Agreement also contains customary indemnification provisions whereby the Sellers
will indemnify the Company for certain losses arising out of any breach of the
Sellers' representations and warranties.
The foregoing description of the PB6440 Agreement is a summary only and is
qualified in its entirety by reference to the terms of the PB6440 Agreement, a
copy of which will be filed with the Company's Annual Report on Form 10-K for
the year ended December 31, 2019.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 13, 2020, the Company and the Sellers completed the acquisition of
assets contemplated pursuant to the PB6440 Agreement. Reference is made to the
description of the transaction set forth in Item 1.01 above, which is
incorporated herein by reference.


Item 3.02 Unregistered Sale of Equity Securities.
Issuance of SFJ Warrant


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On January 9, 2020, in connection with its entry into the co-development
agreement (the "Co-Development Agreement") with SFJ Pharmaceuticals X, Ltd., an
SFJ Pharmaceuticals Group company ("SFJ"), the Company issued to SFJ a ten-year
warrant (the "SFJ Warrant") exercisable for 2,200,000 shares of the Company's
common stock at an exercise price per share equal to $6.5049 per share. The
warrant is exercisable as follows: (i) 1,100,000 shares may be exercised at any
time after January 9, 2020, provided that SFJ may not sell such exercised shares
until one year after such date, and (ii) the remaining 1,100,000 shares may be
exercised at any time at SFJ's election if the results of the Company's Phase 3
trial meet the interim primary endpoint as set forth in the Phase 3 trial
protocol. The remaining 1,100,000 shares may also be exercised in connection
with the consummation of an acquisition of the Company. The SFJ Warrant was
issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act").
The foregoing description of the SFJ Warrant is a summary only and is qualified
in its entirety by reference to the terms of the SFJ Warrant, a copy of which
will be filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2019.
Item 7.01 Regulation FD Disclosure.
On January 13, 2019, the Company issued a press release announcing the PB6440
Agreement. A copy of this press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1) 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 that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits


Exhibit No.                                Description

  99.1            Press Release, dated January 13, 2020, titled "PhaseBio
                Announces Acquisition of Novel Oral Aldosterone Synthase
                Inhibitor to Develop for Treatment-Resistant Hypertension."

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