uniQure N.V. Enters Material Definitive Agreement

TL;DR

uniQure signed a big deal on 6/29, details TBD.

AI Summary

On June 29, 2024, uniQure N.V. entered into a material definitive agreement. The filing does not disclose specific details of the agreement or any associated dollar amounts. The company is incorporated in The Netherlands and its principal executive offices are located in Amsterdam.

Why It Matters

This filing indicates a significant new agreement for uniQure N.V., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• uniQure N.V. (company) — Registrant
• June 29, 2024 (date) — Date of earliest event reported
• The Netherlands (location) — Jurisdiction of Incorporation and Principal Executive Offices
• Amsterdam (location) — City of Principal Executive Offices

FAQ

Key Financial Figures

• $12.5 m — red stock of Purchaser Parent valued at $12.5 million, which are convertible into Purch
• $12.5 million — r annum cumulative dividend, and (ii) a $12.5 million convertible promissory note from Purcha
• $50 million — Qure is expected to repay approximately $50 million of outstanding debt under its amended a

Filing Documents

• tm2418608d1_8k.htm (8-K) — 36KB
• tm2418608d1_ex99-1.htm (EX-99.1) — 21KB
• tm2418608d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-076568.txt ( ) — 240KB
• qure-20240629.xsd (EX-101.SCH) — 3KB
• qure-20240629_lab.xml (EX-101.LAB) — 33KB
• qure-20240629_pre.xml (EX-101.PRE) — 22KB
• tm2418608d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 29, 2024, uniQure Inc., a Delaware corporation (" Seller "), uniQure biopharma B.V., a Netherlands private limited company and wholly owned subsidiary of the Registrant (" Seller Parent ", together with Seller, " uniQure "), Genezen Holdings Inc., a Delaware corporation (" Purchaser Parent "), Genezen MA, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Genezen (" Purchaser ", together with Purchaser Parent, " Genezen "), entered into an asset purchase agreement (the " Asset Purchase Agreement ") pursuant to which uniQure has agreed to sell to Genezen and Genezen has agreed to purchase certain assets and assume certain liabilities related to uniQure's manufacturing facility (the " Lexington Facility ") and operations in Lexington, Massachusetts (the " Transaction "). As consideration for the Transaction, uniQure will receive (i) shares of newly issued Series C preferred stock of Purchaser Parent valued at $12.5 million, which are convertible into Purchaser common stock and will accrue an 8% per annum cumulative dividend, and (ii) a $12.5 million convertible promissory note from Purchaser Parent, bearing interest at 8% per annum and maturing 63 months following the date of issuance. Pursuant to the Asset Purchase Agreement, Genezen agreed to acquire the manufacturing equipment and related manufacturing operations along with certain other assets associated with the Lexington Facility. Genezen agreed to extend offers of employment to a majority of the uniQure employees currently located at the Lexington Facility. In addition, uniQure's Chief Executive Officer, Matt Kapusta will join the board of directors of Genezen in connection with the closing of the Transaction, which is expected to occur in the third quarter of 2024. The Asset Purchase Agreement contains customary representations, warranties and covenants related to the transferred assets and the Transaction. Between the date o

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On July 1, 2024, uniQure N.V. (the " Company ") issued a press release announcing the Asset Purchase Agreement and the Transaction, as described in more detail in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking than statements of historical fact are forward-looking statements, which are often indicated by terms such as "anticipate," "believe," "could," "establish," "estimate," "expect," "goal," "intend," "look forward to", "may," "plan," "potential," "predict," "project," "seek," "should," "will," "would" and similar expressions and the negatives of those terms. Forward-looking statements are based on management's beliefs and assumptions and on information available to management only as of the date of this report. Examples of these forward-looking statements include, but are not limited to, statements concerning the consideration to be received in the Transaction, expectations regarding additional agreements to be entered into in connection with the Transaction and the timing thereof, the expected timing regarding the closing of the Transaction and the Company's plans to pay off certain existing indebtedness in connection with the Transaction. The Company's actual results could differ materially from those anticipated in these forward-looking statements for many reasons. These risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement or failure to close the Transaction; the institution or outcome of any legal proceedings that may be instituted against the Company or Genezen following the announcement of the proposed Transaction; the inability of the parties to complete the proposed Transaction, including due to the failure to satisfy the conditions to closing; the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; the Company's ability to recognize the anticipated be

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release dated July 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, thereunto duly authorized. UNIQURE N.V. Date: July 1, 2024 By: /s/ JEANNETTE POTTS Jeannette Potts Chief Legal and Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR