Rhythm Pharmaceuticals, Inc 8-K, filed Nov 3, 2022
Rhythm Pharmaceuticals, Inc. (RYTM)
About this 8-K
Rhythm Pharmaceuticals, Inc filed this 8-K on November 3, 2022, reporting on events of October 28, 2022.
Items reported
- Item 1.02: Ended a material agreement
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Item 1.02. Termination of a Material Definitive Agreement.
On October 28, 2022, Rhythm Pharmaceuticals, Inc. (the “Company”) delivered written notice (the “Notice”) to RareStone Group Ltd. (“RareStone”) that the Company has terminated the exclusive license agreement, dated December 3, 2021, by and between the Company and RareStone (the “RareStone License”) for cause.
Pursuant to the RareStone License, the Company granted to RareStone an exclusive, sublicensable, royalty-bearing license under certain patent rights and know-how to develop, manufacture, commercialize and otherwise exploit any pharmaceutical product that contains setmelanotide in the diagnosis, treatment or prevention of conditions and diseases in humans in Greater China, including mainland China, Hong Kong and Macao.
In accordance with the Notice, the Company maintains that RareStone has materially breached its obligations under the RareStone License to fund, perform or seek certain key clinical studies and waivers, including with respect to the Company’s global EMANATE trial, among other obligations. RareStone has notified the Company that it objects to the claims in the Notice, including the Company’s termination of the RareStone License for cause, and that a formal response is forthcoming.
A description of the material terms of the RareStone License is set forth under Item 1.01 of the Company’s Current Report on Form 8-K filed on December 8, 2021 and is incorporated by reference herein. The foregoing description of the RareStone License is not complete and is qualified in its entirety by reference to the full text of the RareStone License, a copy of which is filed as Exhibit 10.10 to the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2021 and is incorporated by reference herein.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the potential impact and timing of termination of the RareStone License. Statements using word such as “expect”, “anticipate”, “believe”, “may”, “will” and similar terms are also forward-looking statements. Such statements are subject to numerous risks and uncertainties, including, but not limited to, the impact of our management transition, our reliance on third parties to conduct clinical trials for setmelanotide, our ability to enroll patients in clinical trials, the design and outcome of clinical trials, the impact of competition, the ability to achieve or obtain necessary regulatory approvals, risks associated with data analysis and reporting, our liquidity and expenses, the impact of the COVID-19 pandemic on our business and operations, including our preclinical studies, clinical trials and commercialization prospects, and general economic conditions, and the other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and our other filings with the Securities and Exchange Commission. Except as required by law, we undertake no obligations to make any revisions to the forward-looking statements contained in this Current Report or to update them to reflect events or circumstances occurring after the date of this Current Report, whether as a result of new information, future developments or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RHYTHM PHARMACEUTICALS, INC. | ||
| Date: November 3, 2022 | By: | /s/ Hunter Smith |
| Hunter Smith | ||
| Chief Financial Officer | ||