UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 8, 2024, ARS Pharmaceuticals Operations, Inc. (the “ARS OpCo”), a wholly-owned subsidiary of ARS Pharmaceuticals, Inc. (collectively with ARS OpCo, the “Company”), entered into a supply agreement (the “Supply Agreement”) with Nuova Ompi S.r.l. (the “Supplier”), a wholly owned subsidiary of Stevanato Group S.p.A., pursuant to which the Supplier has agreed to supply glass microvials (the “Product”) to support the Company’s manufacture and commercialization of neffy®. Under the Supply Agreement, the Company has committed to purchase, and the Supplier has committed to supply, specified annual minimum quantities of the Product, which may be increased with prior notice by the Company or through the rolling forecast process, subject to a specified annual cap. The Supplier is obligated to establish the relevant manufacturing force, assets and capabilities needed to comply with its supply obligations.
As partial consideration for the supply arrangement, the Company is obligated to pay the Supplier an upfront payment of three million Euros. The supply price for the Product is specified in the Supply Agreement, subject to an annual adjustment that is capped at a specified percentage except in the case of material and extraordinary increase in the Supplier’s cost of manufacturing the Product.
The Supply Agreement will expire on December 31, 2035, and may be terminated (i) upon the parties’ mutual written consent, (ii) by the Company for any reasonable business reasons (in which case the termination will become effective at the end of the following calendar year), or (iii) by the non-breaching party if the other party is in material breach of the Supply Agreement and fails to cure such breach within 90 days after receipt of notice thereof from the non-breaching party.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARS PHARMACEUTICALS, INC. | ||||||
| Date: October 15, 2024 |
By: |
/s/ Richard Lowenthal | ||||
| Richard Lowenthal, M.S., MBA | ||||||
| President and Chief Executive Officer | ||||||