Washington, DC 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 2, 2019


ContraVir Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction




IRS Employer

of incorporation or organization)


File Number)


Identification No.)


399 Thornall Street, First Floor

Edison, NJ    08837

(Address of principal executive offices)


Registrant’s telephone number, including area code: (732) 902-4000



(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:


o  Written communication 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x


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.  o





Item 1.02   Termination of a Material Definitive Agreement.


On April 2, 2019, ContraVir Pharmaceuticals, Inc. (“ContraVir” or the “Company”) delivered a notification to Chimerix, Inc. Inc. (“Chimerix”) of its intention to terminate the License Agreement by and between the Company and Chimerix, dated December 17, 2014 (the “License Agreement”). The termination of the License Agreement will be effective on June 1, 2019.


Pursuant to the License Agreement, Chimerix granted ContraVir rights for the development and commercialization of CMX157. Upon the effectiveness of the termination of the License Agreement, Chimerix will reacquire all worldwide rights to CMX157. ContraVir made the decision to terminate the License Agreement following its decision to no longer pursue development of CMX157, and to focus its resources and development programs on further advancing its CRV431 product candidate.






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: April 4, 2019













/s/ Robert Foster



Robert Foster



Chief Executive Officer