uniQure Announces CMO Departure, Appoints Interim

TL;DR

CMO out, interim in at uniQure. Material agreement also signed.

AI Summary

On July 22, 2024, uniQure N.V. announced the departure of its Chief Medical Officer, Dr. Robert Kotin, effective July 26, 2024. The company also announced the appointment of Dr. Olav Hellebostad as interim Chief Medical Officer. Additionally, uniQure entered into a material definitive agreement related to its business operations.

Why It Matters

The departure of a Chief Medical Officer can signal shifts in R&D strategy or pipeline focus, while the appointment of an interim suggests a transition period for leadership in critical medical affairs.

Risk Assessment

Risk Level: medium — Changes in key executive positions, especially in a biotech company, can introduce uncertainty regarding future strategic direction and pipeline development.

Key Players & Entities

• uniQure N.V. (company) — Registrant
• Dr. Robert Kotin (person) — Departing Chief Medical Officer
• July 26, 2024 (date) — Effective date of Dr. Kotin's departure
• Dr. Olav Hellebostad (person) — Appointed interim Chief Medical Officer
• July 22, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $50.0 million — of such amendment, the Company prepaid $50.0 million of the $100.0 million of principal outs
• $100.0 million — he Company prepaid $50.0 million of the $100.0 million of principal outstanding under the 2024
• $3.0 million — ended Facility as well as approximately $3.0 million in end-of-term charges. The remaining $
• $12.5 m — red stock of Genezen Holdings valued at $12.5 million, which are convertible into Genez
• $12.5 million — r annum cumulative dividend, and (ii) a $12.5 million convertible promissory note from Geneze

Filing Documents

• qure-20240722x8k.htm (8-K) — 45KB
• qure-20240722xex99d1.htm (EX-99.1) — 21KB
• qure-20240722xex99d1001.jpg (GRAPHIC) — 6KB
• 0001558370-24-009957.txt ( ) — 197KB
• qure-20240722.xsd (EX-101.SCH) — 3KB
• qure-20240722_lab.xml (EX-101.LAB) — 15KB
• qure-20240722_pre.xml (EX-101.PRE) — 10KB
• qure-20240722x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Loan and Security Agreement with Hercules Capital In connection with the closing of the Lexington Transaction on July 22, 2024 (as defined and described in Item 2.01 below) and the consent of Hercules Capital, Inc. (" Hercules ") to the disposition of certain collateral assets as a component of the Lexington Transaction, uniQure N.V. (the " Company "), certain of its affiliates and Hercules agreed to amend the Company's third amended and restated loan and security agreement effective as of closing of the Lexington Transaction (as so amended, the " 2024 Amended Facility "). As a condition to Hercules' consent to the Lexington Transaction and the effectiveness of such amendment, the Company prepaid $50.0 million of the $100.0 million of principal outstanding under the 2024 Amended Facility as well as approximately $3.0 million in end-of-term charges. The remaining $50.0 million of principal outstanding is due along with remaining end-of-term charges at the maturity of the 2024 Amended Facility in January 2027. Except as provided for in the amendment, the terms of borrowing under the 2024 Amended Facility otherwise remain unchanged. The foregoing description of the 2024 Amended Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Amended Facility, which will be filed as an exhibit the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024. The 2024 Amended Facility contains representations, warranties, covenants and other provisions that were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by such parties. The foregoing description of the 2024 Amended Facility is not intended to provide any other factual information about the Company. Assignment of Lexington Lease and Amendment In connection with

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On July 22, 2024, the Company completed its previously announced sale of the Lexington Facility and certain assets and liabilities related to its manufacturing operations pursuant to the Asset Purchase Agreement dated June 29, 2024 (the " Asset Purchase Agreement "), by and among uniQure, uniQure biopharma B.V., Genezen and Genezen Holdings (the " Lexington Transaction "). At the closing of the Lexington Transaction, uniQure received (i) shares of newly issued Series C preferred stock of Genezen Holdings valued at $12.5 million, which are convertible into Genezen Holdings common stock and accrue an 8% per annum cumulative dividend, and (ii) a $12.5 million convertible promissory note from Genezen Holdings, bearing interest at 8% per annum and maturing 63 months following the date of issuance. In connection with the closing of the Lexington Transaction, the parties entered into certain additional agreements, including (i) a commercial supply agreement (the " CSA ") pursuant to which Genezen will manufacture and supply for uniQure its requirements of HEMGENIX pursuant to uniQure's manufacturing and supply obligations to CSL Behring, (ii) a development and other manufacturing services agreement pursuant to which Genezen will manufacture, supply and provide certain development services to support the requirements of uniQure's investigational gene therapy programs and for other services related to the manufacture of HEMGEMIX under the CSA, (iii) a transition services agreement pursuant to which each party will provide transitional services to the other related to the operation of the Lexington Facility for a period following the closing of the Lexington Transaction, and (iv) the Assignment. The Asset Purchase Agreement will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024. The Asset Purchase Agreement contains representations, warranties, covenants an

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. In connection with the closing of the Lexington Transaction, on July 22, 2024, the Company notified Pierre Caloz, the Company's Chief Operating Officer, that his employment was being terminated consistent with the terms of the employment agreement by and between uniQure biopharma B.V. and Mr. Caloz, dated May 17, 2021. The Company wishes to thank Mr. Caloz for his years of leadership, dedication and significant contributions to the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On July 23, 2024, the Company issued a press release announcing the closing of the Lexington Transaction. A copy of the press release is 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, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release dated July 23, 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 23, 2024 By: /s/ JEANNETTE POTTS Jeannette Potts Chief Legal and Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR