Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2017



Five Prime Therapeutics, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-36070   26-0038620
(state or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)


Two Corporate Drive

South San Francisco, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 365-5600


(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))

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

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 1.02 Termination of a Material Definitive Agreement.

Five Prime Therapeutics, Inc. (“FivePrime”) and INBRX 110 LP (“Inhibrx”) entered into a Research Collaboration and License Agreement, effective July 13, 2015 (the “Agreement”), pursuant to which FivePrime obtained from Inhibrx (a) an exclusive, worldwide license to antibodies to glucocorticoid-induced tumor necrosis factor receptor (“GITR”) for therapeutic and diagnostic uses, and (b) an exclusive option to obtain exclusive, worldwide licenses to multi-specific antibodies developed by Inhibrx that bind to both GITR and other targets.

On August 28, 2017, FivePrime delivered to Inhibrx written notice of termination of the Agreement for convenience. Pursuant to the terms of the Agreement, termination of the Agreement will become effective on December 27, 2017, which is 120 days after the effective date of FivePrime’s notice of termination.




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.


    Five Prime Therapeutics, Inc.
    By:   /s/ Francis Sarena
      Francis Sarena
      Chief Strategy Officer and Secretary

Dated: August 28, 2017