UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 8.01 Other Events.
Emergent BioSolutions Inc. (“Emergent”) and Chimerix, Inc. (“Chimerix”) both filed a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) on May 26, 2022 with respect to the pending acquisition of Chimerix’s exclusive worldwide rights to brincidofovir, including TEMBEXA® and related assets. On June 27, 2022, Emergent, as the acquiring party, withdrew its May 26, 2022 filing, to provide the government with additional time for review, and intends to resubmit its HSR Act filing on or about June 29, 2022, commencing a new 30-day waiting period under the HSR Act. Following such refiling, the waiting period applicable to the pending transaction will expire at 11:59 p.m., Eastern Time, on or about July 29, 2022. The parties continue to work with the government to conclude the government’s HSR review of the pending transaction as expeditiously as possible.
Separately, Chimerix continues to engage in negotiations with the Biomedical Advanced Research and Development Authority (“BARDA”) regarding a procurement contract (the “BARDA Contract”) for TEMBEXA. Recently, BARDA requested that Chimerix include an additional component to the research and development funding which had a modest impact to the contract and timeline to execution. Chimerix continues to expect that the BARDA Contract will be finalized and initial TEMBEXA product will be shipped to the US Strategic National Stockpile in the second half of 2022. In the meantime, the recently announced international procurement contracts for TEMBEXA are anticipated to provide Chimerix with additional financial flexibility.
Forward-Looking Statements
Chimerix cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may” and similar expressions also identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the pending transaction with Emergent, the BARDA Contract, Emergent and Chimerix’s ability to consummate the pending transaction with Emergent and the BARDA Contract and obtain all necessary governmental approvals, and completion of the pending transaction with Emergent, and Chimerix’s expectations with regard to completion of, and payments to be received from, the transaction with Emergent. The inclusion of forward-looking statements should not be regarded as a representation by Chimerix that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions, the timing of the satisfaction of the obligations under the asset purchase agreement relating to the pending transaction with Emergent, if at all, as well as risks and uncertainties inherent in Chimerix’s business, including those described in Chimerix’s other filings with the Securities Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
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.
| Chimerix, Inc. | |||||||||||
| Date: June 28, 2022 | |||||||||||
| By: | /s/ Michael T. Andriole | ||||||||||
| Name: | Michael T. Andriole | ||||||||||
| Title: | Chief Business and Financial Officer | ||||||||||