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): January 28, 2021
KIROMIC BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39619 | 46-4762913 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer |
7707 Fannin, Suite 140
Houston, TX, 77054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (832) 968-4888
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Common Stock, $0.001 par value | KRBP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement
Effective January 28, 2021, Kiromic BioPharma, Inc. (the “Company” or “we”) entered into a Strategic Alliance Agreement (the “Strategic Alliance Agreement”) with Leon Office (H.K.) Ltd. (“LEON”).
Pursuant to the Strategic Alliance Agreement, the Company will compensate LEON for referring: (i) academic institutions and hospitals located in Asian markets; (ii) potential business partners; and (iii) potential investors the Company (the “Interested Parties”). The Strategic Alliance Agreement shall remain in effect for one (1) year and shall automatically renew on an annual basis until terminated. The Company and LEON may terminate the Strategic Alliance Agreement by providing the other party with written notice at least one hundred and twenty (120) days prior to the proposed date of termination.
Pursuant to the Strategic Alliance Agreement, the Company granted LEON a right of first refusal (“ROFR”) to act as the sole agent to develop and represent the Company to all Interested Parties in the Asian markets. The term of the ROFR is twelve (12) months, and during such time the Company will not retain, engage or solicit any additional agent or entity for the aforementioned activities without express written consent of LEON.
The Company shall pay a fixed annual fee of $360,000 to LEON for the first year. The fee shall be made in four (4) quarterly payments, due upon receipt of a quarterly invoice. The first of these payments was made upon execution of the Strategic Alliance Agreement.
The foregoing summary of the terms of the Strategic Alliance Agreement is subject to, and qualified in its entirety by reference to, a copy of the License Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibit
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
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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.
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Exhibit 10.1
STRATEGIC ALLIANCE AGREEMENT
STRATEGIC ALLIANCE AGREEMENT, dated as of January 28, 2021 (this “Agreement”), between Leon Office (H.K.) Ltd, a company established and existing under the laws of Hong Kong, with its head office at Seabright Plaza 12/F, Shell Street 9-23, North Point, Hong Kong (“LEON”) and Kiromic Biopharma, Inc., a corporation incorporated in the State of Delaware, United States (Company Registration No. 6053390/DE, IRS Employer Identification No. 46-4762913), with its principal executive office at 7707 Fannin St, Suite 140, Houston, Texas 77054, listed on Nasdaq Market, ticker KRBP, (“KIROMIC”).
BACKGROUND
It is intended that LEON acts as an independent business development advisor on behalf of KIROMIC. LEON will seek to introduce organizations and individuals that will create business development opportunities for KIROMIC, to expand KIROMIC’s reach to international markets with a focus on the Asian market (as defined below) and to increase brand recognition and exposure through developing liaisons, collaborations, branches and subsidiaries.
KIROMIC is a pre-clinical stage biotechnology company using its proprietary DIAMOND® artificial intelligence platform to improve drug discovery and development with a therapeutic focus on immune oncology.
On September 25, 2019, KIROMIC and Mr. Angelo Minotti (“Mr. Minotti”), General Manager of LEON, entered into a director offer letter whereby KIROMIC intended to have Mr. Minotti to serve as a special proxy for KIROMIC’s far east market development, particularly China. Mr. Minotti currently does not serve as a Director of KIROMIC and this Agreement is intended to replace this previous arrangement.
KIROMIC and LEON desire to enter into a strategic alliance with each other through which LEON will be compensated for referring (i) academic institutions and hospitals (the “scientific partner”) located in Asian market, including but not limited to, the Chinese University of Hong Kong, Tsinghua University (Beijing), Cancer Center of Guangzhou Medical University, Sun Yat-sen University Cancer Center, Queen Mary Hospital (Hong Kong) and other hospitals or research center located in China and others Far East Countries, such as, but not limited to South Korea, Malaysia, Thailand, Taiwan, Japan; (ii) potential business partners; and (iii) potential investors to KIROMIC (such scientific partners, potential business partners and investors are referred to in this Agreement as “Interested Parties”).
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein, the parties agree as follows:
1. | REFERRALS. |
LEON shall develop the following projects, with authorization from KIROMIC, and potentially represent KIROMIC to all Interested Parties in the Asian market during the term of this Agreement. Asian market includes all the countries that are geographically included in Asia territories. KIROMIC and LEON shall undertake the following actions during the term of this Agreement to their mutual benefit:
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amendment to Schedule A KIROMIC indicates to LEON that it is already pursuing a Referral listed on such amendment or that it does not desire that LEON pursue such Referral, then LEON shall not be entitled to the compensation provided for in Section 2 unless the parties mutually agree upon a joint strategy to convert such Referral into a KIROMIC partner or client.
2. | COMPENSATION OF LEON. |
3. | REPRESENTATIONS AND WARRANTIES. |
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4. | INDEMNIFICATION. |
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8. | TERM AND TERMINATION. |
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9. | MISCELLANEOUS. |
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a complete and legible transmission had been received prior to 5:00 p.m. at the recipient's time zone, or (v) by e-mail, if confirmed within two (2) business days by one of the preceding methods. Notices shall be sent to the parties at the addresses listed above or to such other address as one party may, from time to time, designate by notice to the other party.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
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SCHEDULE A
REFERRALS
(See Attached)