PTC Therapeutics Files 8-K: Material Agreement & Shareholder Vote

Ticker: PTCT · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1070081

Sentiment: neutral

Topics: material-agreement, shareholder-vote, regulation-fd

TL;DR

PTC Therapeutics inked a big deal and is asking shareholders to vote on stuff.

AI Summary

On June 17, 2024, PTC Therapeutics, Inc. entered into a material definitive agreement. The company also submitted matters to a vote of its security holders and made a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and shareholder decisions, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and shareholder votes can introduce significant strategic shifts or financial implications for the company.

Key Players & Entities

FAQ

What type of material definitive agreement did PTC Therapeutics, Inc. enter into?

The filing states that PTC Therapeutics, Inc. entered into a 'Material Definitive Agreement' but does not specify the nature of the agreement in the provided text.

What matters are being submitted to a vote of security holders?

The filing indicates that matters are being submitted to a vote of security holders, but the specific details of these matters are not provided in the excerpt.

What is the significance of the Regulation FD Disclosure?

A Regulation FD Disclosure is made to ensure that material information is broadly disseminated to the public, preventing selective disclosure.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on June 17, 2024.

What is the company's state of incorporation and fiscal year end?

PTC Therapeutics, Inc. is incorporated in Delaware and its fiscal year ends on December 31.

Filing Stats: 1,617 words · 6 min read · ~5 pages · Grade level 10 · Accepted 2024-06-20 07:55:18

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amendment No. 1 to Amended and Restated Royalty Purchase Agreement and First Put Option Exercise Agreement On June 17, 2024, PTC Therapeutics, Inc. (the "Company"), Royalty Pharma Investments 2019 ICAV ("RPI"), and, for the limited purposes set forth in the Purchase Agreement (as defined below), Royalty Pharma plc, entered into an Amendment No. 1 to Amended and Restated Royalty Purchase Agreement and First Put Option Exercise Agreement (the "Amendment"), which amends that certain Amended and Restated Royalty Purchase Agreement dated as of October 18, 2023 (the "Purchase Agreement"). Under the Purchase Agreement, the Company sold to RPI a certain portion of the Company's right to receive sales-based royalty payments on worldwide net sales of Roche's Evrysdi (risdiplam) product and any other product developed pursuant to the License and Collaboration Agreement, dated as of November 23, 2011, by and among the Company, F. Hoffman-La Roche Ltd., Hoffman-La Roche Inc. (together with F. Hoffman-La Roche Ltd, "Roche"), and, for the limited purposes set forth therein, the Spinal Muscular Atrophy Foundation (such payments, the "Royalty"). The Purchase Agreement provided, among other things, the Company with five $100.0 million put options pursuant to which the Company could sell to RPI, after the closing of the Purchase Agreement and before December 31, 2025, its retained portion of the Royalty in exchange for total cash consideration of up to $500.0 million, less royalties received through the applicable put closing date in respect of the put portion of the Royalty for net sales occurring on or after October 1, 2023. The Amendment modifies the size and number of put options available to be exercised by the Company under the Purchase Agreement, without changing the total cash consideration payable to the Company or the total amount of the Royalty to be sold to RPI in connection with the exercise of all the put option

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on June 18, 2024 (the "Annual Meeting"). The results for the votes regarding each proposal at the Annual Meeting are set forth below. As of the record date of the Annual Meeting, April 22, 2024, there were 76,696,655 shares of the Company's common stock outstanding. Each share of common stock entitled its holder to one vote per share. The stockholders of the Company elected four Class II directors, each to hold office until the Company's 2027 annual meeting of stockholders or until his or her successor has been duly elected and qualified, as follows: Director For Withheld Broker Non-Votes Emma Reeve 63,383,975 2,829,938 4,104,129 Michael Schmertzler 64,029,610 2,184,303 4,104,129 Mary Smith 64,717,219 1,496,694 4,104,129 Glenn D. Steele, Jr., M.D., Ph.D. 64,598,479 1,615,434 4,104,129 The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the Company's stockholders with 70,118,603 votes "For," 181,310 votes "Against," and 18,129 votes "Abstained." The non-binding advisory proposal on named executive officer compensation was approved by the Company's stockholders with 64,786,256 votes "For," 1,278,678 votes "Against," 148,979 votes "Abstained," and 4,104,129 broker non-votes.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company will host a conference call on June 20, 2024 at 8:00 a.m. Eastern time. During this conference call, the Company expects to discuss interim data from its Phase 2 study of PTC518 for the treatment of Huntington's disease. Directions on how to access the conference call and a summary of the interim data are included in the press release furnished as Exhibit 99.1 hereto. A copy of the slide deck that will be presented during the conference call is furnished as Exhibit 99.2 hereto. The information in this Item 7.01 of this Current Report on Form 8-K (this "Report"), including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. All website addresses given in this Report or incorporated herein by reference are for information only and are not intended to be an active link or to incorporate any website information into this Report.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated June 20, 2024 issued by PTC Therapeutics, Inc. 99.2 Corporate Presentation — PIVOT-HD Interim Results 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 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. PTC Therapeutics, Inc. Date: June 20, 2024 By: /s/ Pierre Gravier Name: Pierre Gravier Title: Chief Financial Officer

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