Attached files
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| EX-10.2 - FIRST AMENDMENT TO PILOT MATERIALS TRANSFER AGREEMENT - MetaStat, Inc. | ex10-2.htm |
| EX-10.1 - PILOT MATERIALS TRANSFER AGREEMENT - MetaStat, Inc. | ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 29,
2016
MetaStat, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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000-52735
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20-8753132
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(Commission
File Number)
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(IRS
Employer Identification No.)
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27 Drydock Avenue, 2nd Floor
Boston, MA 02210
(Address of principal executive offices and zip code)
(617) 531-6500
(Registrant's
telephone number including area code)
(Registrant's
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 registrant under
any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ]
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))
Item 1.01. Entry into a Material Definitive
Agreement.
On
September 29, 2016, MetaStat, Inc. (the “Company” or
“MetaStat”) and Celgene
Corporation (“Celgene”) entered into an
amendment (the “Amendment”) to a
previously executed pilot materials transfer agreement (the
“Research
Agreement”), to conduct a mutually agreed upon pilot
research project (the “Pilot Project”). The
Amendment provides for milestone payments to the Company of up to
$973,482. Under the terms of the Research Agreement, Celgene will
provide certain proprietary materials to MetaStat and MetaStat will
evaluate Celgene’s proprietary materials in the
Company’s metastatic cell line and animal nonclinical models.
The milestone schedule calls for Celgene to pay the Company
$486,741 upon execution of the Amendment and the balance in
accordance with the completion of three (3) milestones to
Celgene’s reasonable satisfaction. The term of the Research
Agreement is one (1) year, unless extended by the parties. Either
party may terminate the Research Agreement with thirty (30) days
prior written notice.
The
foregoing description of the Research Agreement and the Amendment
does not purport to be complete and is qualified in its entirety by
reference to the complete text of (i) the Research Agreement filed
as Exhibit 10.1 hereto and (ii) the Amendment filed as Exhibit 10.2
hereto.
Item 9.01. Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1 †
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Pilot
Materials Transfer Agreement between MetaStat, Inc. and Celgene
Corporation dated August 22, 2016.
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10.2 †
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First
Amendment to Pilot Materials
Transfer Agreement between MetaStat, Inc. and Celgene Corporation
dated September 29, 2016.
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†
Confidential treatment requested.
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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 thereunto duly authorized.
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METASTAT,
INC.
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By:
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/s/
Douglas
A. Hamilton
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Name: Douglas A.
Hamilton
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Title:
President and CEO
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Dated:
October 6, 2016
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