Arvinas, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Arvinas just signed a big deal, filing an 8-K today.

AI Summary

On April 10, 2024, Arvinas, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. Arvinas, Inc. is incorporated in Delaware and its principal executive offices are located in New Haven, Connecticut.

Why It Matters

This 8-K filing indicates a significant new agreement for Arvinas, Inc., which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• Arvinas, Inc. (company) — Registrant
• April 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New Haven, Connecticut (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share ARVN The Nasdaq Stock Market
• $150.0 million — ront payment in the aggregate amount of $150.0 million. Under the License Agreement, the Compa
• $1.01 billion — eligible to receive up to an additional $1.01 billion as contingent payments based on specifi

Filing Documents

• arvn-20240410.htm (8-K) — 37KB
• pressrelease_arvinasnvsa.htm (EX-99.1) — 9KB
• pressrelease_arvinasnvsa001.jpg (GRAPHIC) — 236KB
• pressrelease_arvinasnvsa002.jpg (GRAPHIC) — 265KB
• pressrelease_arvinasnvsa003.jpg (GRAPHIC) — 30KB
• 0001655759-24-000043.txt ( ) — 911KB
• arvn-20240410.xsd (EX-101.SCH) — 2KB
• arvn-20240410_lab.xml (EX-101.LAB) — 23KB
• arvn-20240410_pre.xml (EX-101.PRE) — 13KB
• arvn-20240410_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 10, 2024, Arvinas, Inc., a Delaware corporation (the "Company"), entered into a transaction (the "Transaction"), including both a license agreement (the "License Agreement") and an asset purchase agreement (the "Asset Agreement"), with Novartis Pharma AG ("Novartis"). Pursuant to the License Agreement, the Company will grant to Novartis an exclusive worldwide license for the development, manufacture and commercialization of ARV-766, the Company's second generation PROTAC androgen receptor ("AR") degrader for patients with prostate cancer. Pursuant to the Asset Agreement, the Company will sell to Novartis all of its rights, title and interest in the Company's PROTAC protein degrader targeting AR-V7 , a splice variant of the AR. Under the terms of and as consideration for entering into the Transaction, Novartis will pay to the Company a one-time , upfront payment in the aggregate amount of $150.0 million. Under the License Agreement, the Company is also eligible to receive up to an additional $1.01 billion as contingent payments based on specified development, regulatory, and commercial milestones for ARV-766 being met, as well as tiered royalties based upon worldwide net sales of ARV-766, subject to reduction under certain circumstances as provided in the License Agreement. Closing of the Transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The License Agreement and the Asset Agreement will become effective upon the closing of the transaction. The License Agreement will expire on a country-by-country basis (or, in certain cases, a region-by-region basis) until the expiration of the applicable royalty term for such country (or region, as applicable). The License Agreement contains customary termination provisions, including that either party may terminate the License Agreemen

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. O n April 11, 2024, the Company issued a press release in connection with its entry into the License Agreement, Asset Agree ment and related transactions. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

Forward-Looking Statements. This Current Report on Form8-Kcontains forward-looking statements that involve substantial risks and uncertainties, including statements regarding the closing of the transaction with Novartis, the receipt of upfront, milestone and other payments under the License Agreement, the future development and potential marketing approval and commercialization ofARV-766. All statements, other than statements of historical facts, contained in this Current Report on Form8-K,including statements regarding the Company's strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made by the Company as a result of various risks and uncertainties, including but not limited to: the satisfaction or waiver of the conditions to the closing of the License Agreement and the Asset Agreement, each party's performance of its obligations under the License Agreement and the Asset Agreement, whether Novartis will be able to successfully conduct and complete clinical development, obtain marketing approval for and commercializeARV-766on the current timeline expectations or at all and other important factors discussed in the "Risk Factors" sections contained in the Company's quarterly and annual reports on file with the Securities and Exchange Commission. The f

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 99.1 Press release issued by Arvinas, Inc. on Apr il 11 , 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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. ARVINAS, INC. Date: April 11, 2 024 By: /s/ Randy Teel Randy Teel Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR