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): January 16, 2008
Critical Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50767
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04-3523569 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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60 Westview Street, Lexington, Massachusetts
(Address of Principal Executive Offices)
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02421
(Zip Code) |
Registrant’s telephone number, including area code: (781) 402-5700
Not applicable
(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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2008, Critical Therapeutics, Inc. (the “Company”) entered into a Sublease (the
“Sublease”) with Microbia Precision Engineering, Inc. (“Microbia”). The Sublease was entered into
in connection with (i) the negotiated termination of the Lease, dated as of November 18, 2003, as
amended by the First Amendment thereto dated as of July 23, 2004 (as amended, the “Original
Lease”), between the Company and ARE — 60 WESTVIEW, LLC (“ARE”), as described in further detail in
Item 1.02 below, and (ii) the negotiation of a new lease between ARE and Microbia for the same
premises (the “New Prime Lease”). Pursuant to the terms of the Sublease, the Company will sublease
from Microbia a portion of the current premises occupied by the Company at 60 Westview Street,
Lexington, Massachusetts 02421 totaling approximately 11,298 square feet with a target commencement
date of March 1, 2008 (the “Sublease Commencement Date”). The Sublease has an initial term of 12
months from the Sublease Commencement Date, and the Company will have the right to extend this
initial term by an additional six months by giving Microbia written notice of its intention to do
so at least 120 days before the expiration of the initial term. The Sublease provides for rent of
$372,834 per year, payable in equal monthly installments of $31,069.50, and a cash security deposit
of $40,000. In addition, the Company has agreed to sell to Microbia specified laboratory equipment
and furniture located at 60 Westview Street. The Sublease includes customary provisions relating
to indemnification, default and other matters, and is subject and subordinate to the New Prime
Lease. The Sublease automatically terminates upon the termination of the Prime Lease for any
reason.
The Sublease is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the Company refers
you to such exhibit for the complete terms of the Sublease, which are incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
On January 16, 2008, the Company entered into an Agreement for Termination of Lease and Voluntary
Surrender of Premises (the “Lease Termination Agreement”) with ARE relating to the termination of
the Original Lease. Pursuant to the terms of the Lease Termination Agreement, the Company will
surrender possession of that portion of its current facility that is not subject to the Sublease
described in Item 1.01 above no later than January 18, 2008 (the “Partial Surrender Date”), and the
respective obligations of the Company and ARE under the Original Lease will terminate as of the day
immediately preceding the commencement date under the New Prime Lease (the “Termination Date”),
which is targeted to occur on March 1, 2008. During the period from the Partial Surrender Date to
the Termination Date, the charges to the Company for utility costs will be reduced to 28.10% of the
otherwise applicable charges for such costs under the Original Lease. In the event that the
Termination Date has not occurred on or before February 29, 2008, then, commencing on March 1, 2008
and continuing through the Termination Date, the Company’s rent obligations under the Original
Lease will be reduced to 28.10% of the rent otherwise payable under the Original Lease. The
Original Lease provides for rent of $105,424.50 per month through March 2008 and $107,970.50 per
month during the period from April 2008 to March 2009. The termination of the Original Lease
pursuant to the Lease Termination Agreement is conditioned upon the commencement date under the New
Prime Lease occurring on or before May 1, 2008 (as such date may be extended by force majeure
delays or delays caused by Microbia), subject to ARE’s right to extend this date by 30 days.
The Lease Termination Agreement is filed as Exhibit 99.2 to this Current Report on Form 8-K, and
the Company refers you to such exhibit for the complete terms of the Lease Termination Agreement,
which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.