UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 14, 2017 ( August 11 , 2017 )

 

Kadmon Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-37841

 

27-3576929

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

450 East 29 th Street

New  York, NY

 

10016

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 308-6000

N/A

(Former name or former address, if changed since last report)

 

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:

 

☐

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))



Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☒



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.



On August 11 , 2017, Kadmon Holdings, Inc. (the “Company”) and ARE-East River Science Park, LLC (the “Landlord”) entered into Amendment No. 5 (the “ Fifth Amendment”) and Amendment No. 6 (the “Sixth Amendment”) to that certain Lease Agreement dated as of October 28, 2010 , as amended (the “Lease”) . 

Pursuant to the terms of the Fifth Amendment, the Company will surrender 13,475 square feet of laboratory space under the Lease and will make a surrender payment of approximately $1.1 million , which amount shall be offset as set forth below .  

Pursuant to the terms of the Six th Amendment, the term of the Lease is extended for an additional year through October 28, 2025. The Company will also receive approximately $1.1 million in rent abatement beginning September 1, 2017.

The foregoing summary of the Fifth and Sixth Amendment s is not complete and is qualified in its entirety by reference to the full and complete text of the Fifth and Sixth Amendment s ,   copies of which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.   
 
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 



 

 



 

 

Exhibit
No.

 

Description



 



 



 

10 .1

 

Amendment # 5 to Lease Agreement , dated August 11 , 201 7 , by and between A RE-East River Science Park, LLC and Kadmon Corporation , LLC .

10.2

 

Amendment # 6 to Lease Agreement , dated August 11 , 201 7 , by and between A RE-East River Science Park, LLC and Kadmon Corporation , LLC .







 



 

 



SIGNATURE

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.

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Kadmon Holdings, Inc.

 

 

 

Date: August 1 4 , 2017

 

 

 

/s/ Konstantin Poukalov

 

 

 

 

Konstantin Poukalov

 

 

 

 

Executive Vice President, Chief Financial Officer





 

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