Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2019



Merrimack Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)




Delaware   001-35409   04-3210530

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

One Broadway, 14th Floor

Cambridge, MA

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 441-1000

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock, $0.01 par value    MACK    Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 12, 2019, pursuant to the previously disclosed Asset Purchase Agreement, dated as of May 28, 2019, as amended (the “Asset Purchase Agreement”), by and between Merrimack Pharmaceuticals, Inc. (the “Company”) and 14ner Oncology, Inc. (the “Buyer”), the Company completed the sale of assets relating to the Company’s anti-HER3 antibody programs, MM-121 (seribantumab) and MM-111 (the “Transaction”). The Buyer paid to the Company an upfront cash payment of $3.5 million upon the closing of the Transaction, committed to pay certain contingent development, regulatory and commercial based milestone payments, and also assumed certain liabilities with respect to the acquired assets. The material terms and conditions of the Asset Purchase Agreement were described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2019 (the “Report”), which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is attached as Exhibit 2.1 to the Report.


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.


Date: July 12, 2019     By:  

/s/ Jeffrey A. Munsie


Jeffrey A. Munsie

General Counsel