UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C.
20549
FORM 8-K
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
August 21, 2018
Date of report (Date of earliest event reported):
Ember Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Delaware 033-13474-NY 01-3341552
(State or Other
Jurisdiction
(Commission File
Number)
(IRS Employer
of Incorporation)
Identification
No.)
One World Trade Center, 85th Floor
New York, New York. 10007
(Address of Principal Executive
Officers)
Registrant's telephone number,
including area code: 646-406-6243
(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))
Item 7.01 Regulation FD Disclosure
On August 17, 2018, Ember Therapeutics Inc. (?Ember
Therapeutics?) issued a press release regarding a non-binding letter
of intent with Viscogliosi Brothers LLC, a private equity investment
firm focused on developing innovative neuromusculoskeletal
technologies, for the purchase of Ember Therapeutics? OP-1 product
family and related assets, which includes OP-1 implant, OP-1 Putty,
Opgenra and Osigraft for use in orthopaedic bone applications. The
press release states an expected close of late Q3 or Q4 and the
transaction is subject to financing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this report:
99.1 Press Release issued August 17, 2018 by Ember Therapeutics Inc.
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 hereunto duly authorized.
Dated:
By: /s/ Joseph Hernandez
Joseph Hernandez
Chairman
Date: August 23, 2018
Exhibit 99.1
Ember Therapeutics Enters Into Agreement to Divest OP-1 Portfolio
Program to Viscogliosi Brothers, LLC
August 17, 2018
New York, NY.--(BUSINESS WIRE) Ember Therapeutics, Inc., a clinical
stage biopharmaceutical company focused on the clinical application of
Bone Morphogenetic Protein-7 (BMP-7), announced today that it has
entered into a letter of intent with Viscogliosi Brothers, LLC (VB),
a private equity investment firm focused on developing innovative
neuromusculoskeletal technologies, for the sale of its OP-1 product
family and related assets, which includes OP-1 Implant, OP-1 Putty,
Opgenra and Osigraft for use in orthopaedic bone applications.
Ember Therapeutics had acquired the exclusive, worldwide license to
the BMP-7 and OP-1 portfolio and associated intellectual property from
Stryker Corporation in 2014. The previously commercialized OP-1
product portfolio had at one point generated approximately $100M in
annual revenues for Stryker and had been viewed as a formidable
competitor to Medtronic?s Infuse.
The transaction is expected to close in late Q3 or Q4 of this year and
is subject to financing. ?This transaction allows Ember to continue to
focus on our exciting late stage osteoarthritis (OA) program which
offers the potential of addressing the actual cause of this
debilitating disease by regrowing cartilage in the knee. OP-1, a
related product for bone, has an immense amount of potential as has
been previously used in over 50,000 patients,? stated Joseph
Hernandez, Executive Chairman of Ember Therapeutics. ?We are excited
to be working with the Viscogliosi Brothers in their efforts to
commercially relaunch these products.?
?We believe bone repair and regeneration is the future of orthopaedic
healthcare,? stated Anthony G. Viscogliosi, principal of Viscogliosi
Brothers, LLC. ?VB is delighted to have access once again to the
previously commercialized OP-1 product family formerly owned by
Stryker Biotech. This is the second publicly announced step VB has
taken in the direction of assembling what we believe will be the
leading global portfolio of BMP technology for stimulating bone
growth.?
About Ember Therapeutics, Inc.
Ember Therapeutics, Inc. is a pharmaceutical company developing
targeted therapies for pain, osteoarthritis, kidney fibrosis and other
regenerative medicines. In particular, Ember Therapeutics, Inc. has
two commercial stage products and a late stage Phase 3 ready assets.
For more information, please visit www.embertx.com.
About Viscogliosi Brothers, LLC
Established by Marc R. Viscogliosi, John J. Viscogliosi and Anthony G.
Viscogliosi in New York City, in 1999, Viscogliosi Brothers, LLC (VB),
is a family office holding company specializing in venture capital,
private equity and merchant banking in the neuro-
musculoskeletal/orthopedic industry.
VB?s vision is dedicated to improving healthcare and the quality of
life for humanity by finding innovative orthopedic concepts and
supporting them to become sustainable technologies that can be
commercialized globally to lead the evolution in orthopedic standards
of care.
To accomplish this vision, VB discovers technologies, creates products
and develops, builds, operates and finances companies founded on
innovative and ?life changing? technologies. VB principals have
participated in more than 300 transactions, have invested in more than
20 companies and have formed more than ten funds.
Companies and funds that VB participated in have generated more than
$1.5 billion in exit proceeds for investors through 14 exits in the
last 18 years. Through its portfolio companies VB has defined 7 new
orthopedic industry categories and its investments have helped
commercialize more than 75 medtech devices, including eleven number
one orthopedic technologies in seven market leading businesses.
VB orthopedic portfolio companies? products have been implanted in
nearly 300,000 people in more than 70 countries globally.
For more information, please visit www.vbllc.com.
Forward-Looking Statements
These statements may be identified by the use of forward-looking words
such as "anticipate," "believe," "forecast," "estimate" and "intend,"
among others. These forward-looking statements are based on Ember
Therapeutics' current expectations and actual results could differ
materially. There are a number of factors that could cause actual
events to differ materially from those indicated by such forward-
looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, uncertainties associated
with completing preclinical and clinical trials for our technologies;
the early stage of product development; the significant costs to
develop our products as all of our products are currently in
development, preclinical studies or clinical trials; obtaining
additional financing to support our operations and the development of
our products; obtaining regulatory approval for our technologies;
anticipated timing of regulatory filings and the potential success in
gaining regulatory approval and complying with governmental
regulations applicable to our business. Ember Therapeutics does not
undertake an obligation to update or revise any forward-looking
statement. The information set forth herein speaks only as of the date
hereof.
Contact Information
For more information please contact Ember Therapeutics at 646-829-1281
or info@embertx.com
