{"url_path":"/sec/ewtx/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1710072/0001193125-26-249951-index.html","accession_number":"0001193125-26-249951","cik":"0001710072","ticker":"EWTX","issuer_name":"Edgewise Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1710072/0001193125-26-249951-index.html","primary_entity_key":"0001710072","primary_entity_name":"Edgewise Therapeutics, Inc."},"word_count":656,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement\n\nOn June 1, 2026, Edgewise Therapeutics, Inc., (the “Company”) announced its entry into an Asset Purchase Agreement (the “Agreement”) with Servier Pharmaceuticals LLC and Les Laboratoires Servier (together, the “Buyers”) on May 31, 2026. A copy of the press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Agreement provides that, subject to the satisfaction or waiver of certain conditions, the Buyers will acquire the sevasemten compound (“Sevasemten”) and certain other related assets (the “Purchased Assets”) collectively constituting the Company’s neuromuscular program (the “Program”) and assume certain liabilities of the Program from the Company (the “Transaction”) for:\n\n \n\n \n•\n \n\n$1.55 billion in cash, payable at closing (net of certain amounts placed into escrow);\n\n \n\n \n•\n \n\na potential milestone payment upon achieving U.S. marketing approval for Sevasemten for Becker Muscular Dystrophy in the amount of (i) $200 million, in cash, payable in the event of an approved labelling including specified adult and adolescent populations or (ii) $100 million in cash, payable in the event of an approved labelling including only specified adult populations (if (i) has not previously been achieved);\n\n \n\n \n•\n \n\na potential milestone payment of $600 million in cash, payable upon the achievement of U.S. marketing approval for Sevasemten for Duchenne Muscular Dystrophy; and\n\n \n\n \n•\n \n\na potential milestone payment of $300 million in cash, payable upon the achievement of annual U.S. net sales of Sevasemten products exceeding $550 million.\n\nIn connection with the Transaction, the Buyers will make offers of employment to certain employees of the Company who primarily support the Program on terms that are comparable to those currently in effect for such employees.\n\nThe Agreement contains certain representations, warranties and covenants of each of the Company and the Buyers, including covenants by the Company relating to the operation of the Program prior to the closing. The Buyers have obtained “representation and warranty” insurance, which provides coverage for certain breaches of representations and warranties by the Company, subject to a deductible and certain other terms and conditions.\n\nThe Buyers and the Company have agreed to indemnify the other for certain losses arising out of breaches of representations and covenants and for certain losses arising out of excluded liabilities or assumed liabilities, as applicable, subject to customary limitations, and other matters specified in the Agreement.\n\nThe consummation of the Transaction is subject to the satisfaction of customary closing conditions, including the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of any law or order restraining, enjoining or otherwise making illegal the consummation of the closing. Each party’s obligation to consummate the Transaction is also subject to the accuracy of the other party’s representations and warranties contained in the Agreement (subject, with specified exceptions, to customary materiality standards) and the other party’s performance of its covenants and agreements in all material respects. The Buyers’ obligation to consummate the Transaction is also subject to a condition that, since the date of the Agreement, there has not been a “Material Adverse Effect,” as defined in the Agreement. The parties have agreed to certain efforts obligations to promptly obtain the antitrust approvals required for the Transaction. The Company expects to close the Transaction in Q3 2026.\n\nThe Agreement provides termination rights for the Buyers and the Company under certain circumstances, including, subject to certain conditions, an uncured material breach by the other party or if the Transaction is not consummated by September 30, 2026.\n\nThe foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be attached to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.\n\nIn connection with the Transaction, the parties will also enter into a transition services agreement and certain other ancillary agreements at the closing."}