アルカバイオファーマの適時開示・重要契約・その他

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): March 22, 2024 (March 19, 2024)

   

ARCA biopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-22873	36-3855489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10170 Church Ranch Way Suite 100
Westminster, Colorado		80021
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (720) 940-2200

   

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	ABIO	The Nasdaq Global Market

Indicate 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 1.01 Entry into a Material Definitive Agreement.

On March 19, 2024, ARCA biopharma, Inc., a Delaware corporation (“ARCA”), entered into the First Amendment to Office Lease Agreement (the “Lease Amendment”) with Lotus Church Ranch, LLC (the “Landlord”), which amended that certain Office Lease Agreement, dated as of August 7, 2020, related to the Company’s headquarters in Westminster, Colorado (the “Lease”).

Under the Lease Amendment, the term of the Lease was extended an additional six (6) months through September 30, 2024 (the “Lease Extension”). Commencing on April 1, 2024, the minimum monthly rent shall be increased to $8,206.42. If the Company elects to stay in the property after the Lease Extension, it will pay rent month to month equal to 125% of the base rent paid in September 2024.

The foregoing description of the Lease Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lease Amendment, a copy of which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description

10.1		First Amendment to Office Lease Agreement, dated March 19, 2024, by and between ARCA biopharma, Inc. and Lotus Church Ranch, LLC.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

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.


			ARCA biopharma, Inc. (Registrant)

Date:	March 22, 2024	By:	/s/ C. Jeffrey Dekker
			Name: C. Jeffrey Dekker Title: Chief Financial Officer

EX-10.1 2 abio-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO OFFICE LEASE AGREEMENT

THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “Agreement”), made as of this day the 19th of March, 2024, between Lotus Church Ranch, LLC (“Landlord”) and ARCA Biopharma, Inc., (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord entered into a certain Office Lease Agreement with Tenant dated as of August 7, 2020 for space commonly known as Church Ranch Office Center, Building 4 (“Building”) located at 10170 Church Ranch Way, Suite 100, Westminster, Colorado 80021.

WHEREAS, Landlord and Tenant are willing to amend the Lease in such manner, subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, Landlord and Tenant agree as follows:

Lease Extension. The original lease shall be extended an additional six (6) months to expire on September 30, 2024 (the “Extension Period”).

Minimum Monthly Rent. Base rent for the Extension Period will commence as of April 1, 2024. The base rent shall be as set forth below:

Extension Period Months 1-6 - $19.00 psf or $8,206.42/month

Periodic Tenancy: Tenant may elect to remain in the Premises after the Lease Extension and will pay rent month to month. If Tenant elects to continue to occupy the Premises after September 30, 2024, the Lease will revert to a Periodic Tenancy and will automatically renew for thirty (30) days (the “Renewal Period”). Tenant will be responsible to pay the Minimum Monthly Rent for each successive Renewal Period term. Tenant furthermore agrees the Minimum Monthly Rent for each Renewal Period will be 125% of the base rent paid in September 2024.

Intent to Vacate. Tenant agrees to provide written notice sixty (60) days prior to the end of the Extension Period or any Renewal Period of their intent to vacate (the “Vacate Notice”). Upon receipt of the Vacate Notice the tenant agrees to surrender and vacate the Premises 60 days after the date of the Vacate Notice.

Right to Market Space. Tenant agrees that upon the full execution of this First Amendment, that Landlord will be able market the space for lease during the Extension Period or any Renewal Period. Landlord will be able to list the Premise with a broker to market the Premises and Tenant agrees to work with the broker and other agents in allowing access for showings and tours during reasonable work hours and following reasonable prior notice.

No Offsets or Defenses. Tenant hereby acknowledges and agrees, to Tenant’s current actual knowledge, (a) that Tenant has no offsets or defenses to any of Tenant’s obligations under the Lease; (b) that Landlord is not in default under the Lease and that there is no event or occurrence which, with the passage of time or the giving of notice of both, would constitute a default on the part of Landlord; and (c) that Tenant has no claims or counterclaims which Tenant could assert against landlord as to any matter whatsoever.

Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, agreements, and contracts with respect thereto. As hereby modified, the Lease is hereby ratified and confirmed and remains in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Agreement as of the day and year first set forth above.


LANDLORD:	TENANT:
Lotus Church Ranch, LLC	ARCA Biopharma, Inc.


By:	/s/ Bryan Wrigley	By:	/s/ C. Jeff Dekker
Name:	Bryan Wrigley	Name:	C. Jeff Dekker
Title:	Manager	Title:	CFO