Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2020, Radius Pharmaceuticals, Inc., a Delaware corporation (the
"Company") and a wholly-owned subsidiary of the issuer, entered into an Asset
Purchase Agreement (together with the ancillary agreements and documents
attached thereto, the "APA") with Fresh Cut Development, LLC, a Delaware limited
liability company ("Fresh Cut"), and Benuvia Therapeutics Inc., a Delaware
corporation (together with Fresh Cut, the "Sellers"). The transaction
contemplated by the APA (the "Transaction") closed on December 30, 2020.
Under the terms of the Transaction, the Company purchased from Sellers and their
affiliates certain assets related to formulations of cannabidiol ("CBD") related
to the oral administration of a solution of CBD for therapeutic use in humans or
animals (the "Purchased Assets"). The APA also provides for the Company to
assume certain liabilities relating to the Purchased Assets. The purchase price
was $12.5 million. The Company also agreed under the APA to make certain
milestone payments to the Sellers based on the achievement of certain clinical,
regulatory and net sales-based milestones, as well as to make certain contingent
earnout payments to the Sellers. Such milestone payments will be made to the
Sellers up to an aggregate amount of $90 million. Fresh Cut is also entitled to
certain royalty payments depending on net sales, on a country by country and
product by product basis, for a maximum of fifteen years after the first
commercial sale of a product containing CBD included in the Purchased Assets.
Under the terms of the Transaction, the Company has also agreed to make certain
milestone payments to Benuvia Manufacturing Inc. ("Benuvia Manufacturing") upon
achievement of milestones relating to the scale-up of commercial manufacturing
by it. In addition, the terms of the Transaction provide for a manufacturing
technology transfer by Benuvia Manufacturing, at the Company's option, to one or
more additional suppliers. The Company and the Sellers have each made customary
representations, warranties and covenants in the APA. The APA also includes
customary indemnification provisions.
The foregoing summary of the APA does not purport to be complete and is
qualified in its entirety by reference to the full text of the APA, a copy of
which the Company anticipates filing as an exhibit to the Company's Annual
Report on Form 10-K for the period ending December 31, 2020.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure regarding the APA contained in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On January 6, 2021, the Company issued a press release announcing the completion
of the Transaction. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information (including Exhibit 99.1) being furnished pursuant to this Item
7.01 shall not be deemed to be "filed" for the 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 and shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Radius Health, Inc. Press Release dated January 6, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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