Rigel Pharma Reports Material Agreement & Asset Disposition

TL;DR

**Rigel Pharma just dropped an 8-K about a new material agreement and asset deal, signaling big changes!**

AI Summary

Rigel Pharmaceuticals, Inc. filed an 8-K on February 22, 2024, reporting an entry into a material definitive agreement and the completion of an acquisition or disposition of assets. The filing indicates a significant corporate event for the Delaware-incorporated pharmaceutical preparations company, with its principal executive offices in South San Francisco, CA.

Why It Matters

This filing signals a strategic shift for Rigel Pharmaceuticals, potentially impacting its future operations, financial health, and market position within the pharmaceutical industry.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, asset disposition) without providing specific details, which introduces uncertainty about their financial impact.

Key Players & Entities

• RIGEL PHARMACEUTICALS INC (company) — Filer of the 8-K
• February 22, 2024 (date) — Date of earliest event reported and filing date
• Delaware (company) — State of incorporation for Rigel Pharmaceuticals, Inc.
• South San Francisco, CA (company) — Location of Rigel Pharmaceuticals, Inc.'s principal executive offices
• 0001034842 (company) — Central Index Key (CIK) for Rigel Pharmaceuticals, Inc.

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share RIGL The Nasdaq Stock Mar
• $15.0 m — l has agreed to pay a purchase price of $15.0 million, $10.0 million of which is payabl
• $10.0 million — pay a purchase price of $15.0 million, $10.0 million of which is payable upon first commerci
• $5.0 million — mercial sale by Rigel and an additional $5.0 million of which is payable on the first annive
• $97.5 million — ertain transition activities, and up to $97.5 million in future commercial milestone payments

Filing Documents

• tm246898d1_8k.htm (8-K) — 29KB
• 0001104659-24-026338.txt ( ) — 200KB
• rigl-20240222.xsd (EX-101.SCH) — 3KB
• rigl-20240222_lab.xml (EX-101.LAB) — 33KB
• rigl-20240222_pre.xml (EX-101.PRE) — 22KB
• tm246898d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement On February 22, 2024, Rigel Pharmaceuticals, Inc. (" Rigel ") entered into an asset purchase agreement (the " Asset Purchase Agreement ") with Blueprint Medicines Corporation (" Blueprint ") to purchase certain assets comprising the right to research, develop, manufacture and commercialize pralsetinib, Blueprint's proprietary RET inhibitor of tyrosine kinase currently approved for the treatment of metastatic non–small cell lung cancer and advanced thyroid cancer, in the United States. Such assets include, among other things, applicable intellectual property related to pralsetinib in the United States, including patents, copyrights and trademarks, as well as clinical regulatory and commercial data and records. Pursuant to the terms of the Asset Purchase Agreement, Rigel has agreed to pay a purchase price of $15.0 million, $10.0 million of which is payable upon first commercial sale by Rigel and an additional $5.0 million of which is payable on the first anniversary of the closing date, subject to the completion of certain transition activities, and up to $97.5 million in future commercial milestone payments and up to $5.0 million in future regulatory milestone payments. The potential regulatory milestones include full regulatory approval of pralsetinib (or related compounds) for the treatment of adult RET-fusion positive thyroid cancer, and maintenance of the current regulatory approval of pralsetinib for the treatment of adult RET-fusion positive thyroid cancer during the period beginning on February 22, 2024 and ending on the third anniversary of the first commercial sale of pralsetinib subject to certain conditions. Subject to the terms and conditions of the Asset Purchase Agreement, Blueprint would be entitled to tiered royalty payments on net sales of products containing pralsetinib (or related compounds) at percentages ranging from 10 percent to 30 percent, subject to certain re

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking of Rigel's acquisition of U.S. rights to pralsetinib, including opportunities in non–small cell lung cancer and thyroid cancer, Rigel's ability to leverage its existing commercial infrastructure to market and distribute pralsetinib, Rigel's ability to transition pralsetinib to its distribution network and provide patients with access to pralsetinib, the payment and timing of milestone and royalty payments and Rigel's ability to start recognizing product sales in the third quarter of 2024 and the market opportunity for pralsetinib. Any statements contained in this Current Report on Form 8-K that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements can be identified by words such as "plan," "potential," "may," "expects," "will," "intends" and similar expressions in reference to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on Rigel's current beliefs, expectations and assumptions and hence they inherently involve significant risks, uncertainties and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking as a result of these risks and uncertainties, which include, without limitation, those risks and uncertainties associated with the commercialization and marketing of pralsetinib; risks that the FDA or other regulatory authorities may make adverse decisions regarding pralsetinib; risks that pralsetinib may have unintended side effects, adverse reactions or incidents of misu

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. Dated: February 22, 2024 RIGEL PHARMACEUTICALS, INC. By: /s/ Ray Furey, J.D. Ray Furey, J.D. Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR