UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2006
MICROMET, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-50440
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52-2243564 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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2110 Rutherford Road, Carlsbad, CA
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92008 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (760) 494-4200
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 27, 2006, Micromet AG, a subsidiary of Micromet, Inc. (the “Registrant”), executed
a Second Amended and Restated Note (the “Restated Note”) in favor of MedImmune Ventures, Inc.
(“MedImmune”), a stockholder of the Registrant, in the principal amount of €1,529,678, or
approximately $2.0 million. The Restated Note amends an original convertible promissory note with a
principal amount of €10,000,000 made by Micromet AG in favor of MedImmune on June 6, 2003, as
amended and restated on October 11, 2005. The €10,000,000 note was partially converted into shares
of Micromet AG, which were then exchanged for shares of Common Stock of the Registrant in the
merger between Micromet, Inc. and CancerVax Corporation consummated in May 2006, and the remaining
principal balance not converted in the merger is evidenced by the Restated Note. The obligations of
Micromet AG under the Restated Note have been guaranteed by the Registrant.
The Restated Note is due for repayment on June 6, 2010, which may be extended by mutual
consent of Micromet AG and MedImmune (such date as extended, the “Maturity Date”). Micromet AG may
prepay the outstanding principal balance and all accrued but unpaid interest without penalty at any
time prior to the Maturity Date with at least 10 days’ written notice to MedImmune. The Restated
Note bears interest at a rate of 4.5% per annum, accruing daily. Interest under the Restated Note
is due and payable by Micromet AG at the end of each calendar quarter. In the event that all
outstanding amounts due under the Restated Note are not paid in full on or before the Maturity
Date, the outstanding principal balance of the Restated Note shall bear interest at a rate of 10%
per annum, accruing daily from the Maturity Date.
MedImmune, or any of its affiliates to whom the Restated Note is assigned, upon at least 10
days’ written notice to Micromet AG, may demand immediate repayment of the outstanding principal
balance and accrued but unpaid interest thereon, upon the occurrence of certain events, including a
change of control transaction (as defined in the Restated Note) or a financing transaction in which
equity securities of the Registrant or Micromet AG are sold for net proceeds of at least $50
million. The Restated Note shall also become immediately due and payable if:
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Micromet AG has not paid the principal amount owed under the Restated Note when due; |
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either the Registrant or Micromet AG has generally suspended its interest or other
payments; |
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a court has instituted insolvency, bankruptcy or similar proceedings with respect to
the assets of the Registrant or Micromet AG, or the Registrant or Micromet AG has offered
to settle any indebtedness out of court in order to prevent the institution of such
proceedings; |
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either the Registrant or Micromet AG has defaulted in the payment of principal,
interest or fees on any other indebtedness, after the expiration of any cure period, or
any event or condition occurs that results in the acceleration of the maturity of any
indebtedness of the Registrant or Micromet AG; or |
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either the Registrant or Micromet AG is in liquidation, other than a liquidation to
the Registrant or any of its direct or indirect wholly owned subsidiaries. |
The foregoing description is a summary only, is not necessarily complete, and is qualified by
the full text of the Restated Note, which is filed as Exhibit 4.1 to this report and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.