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): February 6, 2016
OraSure Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-16537 | 36-4370966 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 220 East First Street Bethlehem, Pennsylvania |
18015-1360 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 882-1820
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)) |
Item 7.01 – Regulation FD Disclosure.
On February 6, 2017, DNA Genotek, Inc. (“DNA Genotek”), a subsidiary of OraSure Technologies, Inc. (the “Company”), issued a press release announcing the settlement of patent infringement and breach of contract litigation filed against Ancestry.comDNA, LLC (“Ancestry”) and Spectrum Solutions LLC (“Spectrum”). A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Item and attached Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. The fact that the information and Exhibit are being furnished should not be deemed an admission as to the materiality of any information contained therein. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report or attached Exhibit.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated February 6, 2017, Announcing Settlement of Litigation between DNA Genotek, Inc., a subsidiary of OraSure Technologies, Inc., and Ancestry.comDNA, LLC and Spectrum Solutions LLC. | |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ORASURE TECHNOLOGIES, INC. | ||||||
| Date: February 6, 2017 | By: | /s/ Jack E. Jerrett | ||||
| Jack E. Jerrett | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
Index to Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated February 6, 2017, Announcing Settlement of Litigation between DNA Genotek, Inc., a subsidiary of OraSure Technologies, Inc., and Ancestry.comDNA, LLC and Spectrum Solutions LLC. | |
Exhibit 99.1
Company contact:
| Ronald H. Spair | Shauna White | |||||
| Chief Financial Officer | Corporate Marketing Manager | |||||
| 610-882-1820 | 484-353-1575 | |||||
| Investorinfo@orasure.com | media@orasure.com | |||||
| www.orasure.com | www.orasure.com |
ORASURE TECHNOLOGIES ANNOUNCES SETTLEMENT OF LITIGATION WITH
ANCESTRY.comDNA
Bethlehem, PA—February 6, 2017 – OraSure Technologies, Inc. (NASDAQ: OSUR) today announced the settlement of litigation for patent infringement and breach of contract filed by its subsidiary, DNA Genotek, Inc. (“DNA Genotek”), against Ancestry.comDNA LLC (“Ancestry”) and Spectrum Solutions LLC (“Spectrum”), Ancestry’s contract manufacturer.
Under a Settlement and License Agreement executed by the parties, Ancestry has agreed to pay DNA Genotek a settlement fee of $12.5 million. In addition, DNA Genotek has granted Ancestry a royalty-bearing, non-exclusive, worldwide license to certain patents and patent applications related to the collection of DNA in human saliva. The license granted to Ancestry is limited to saliva DNA collection kits sold or used as part of Ancestry’s genetic testing service offerings and does not cover the sale or use of product outside of Ancestry’s business. The Settlement and License Agreement also provides DNA Genotek with a royalty-free, non-exclusive license to patents related to Ancestry’s existing saliva DNA collection kit and certain modifications thereto.
The parties have each agreed to a mutual release of claims and other provisions typical for settlement agreements of this type. The Agreement provides for the dismissal of pending federal lawsuits in the District of Delaware and the Southern District of California and for the parties to jointly seek termination of Inter Partes Review proceedings before the U.S. Patent and Trademark Office involving the DNA Genotek patents asserted in the litigation.
“We are pleased to have resolved this litigation,” said Douglas A. Michels, President and CEO of DNA Genotek’s parent company, OraSure Technologies, Inc. “We are committed to innovation and the creation of new products and solutions for customers in the markets that we serve. An important part of this commitment is the protection of our technology and products and we will remain vigilant in seeking to enforce our intellectual property rights where needed.”
About OraSure Technologies
OraSure Technologies is a leader in the development, manufacture and distribution of point-of-care diagnostic and collection devices and other technologies designed to detect or diagnose critical medical conditions. Its first-to-market, innovative products include rapid tests for the detection of antibodies to HIV and HCV on the OraQuick® platform, oral fluid sample collection, stabilization and preparation products for molecular diagnostic applications, and oral fluid laboratory tests for detecting various drugs of abuse. OraSure’s portfolio of products is sold globally to various clinical laboratories, hospitals, clinics, community-based organizations and other public health organizations, research and academic institutions, distributors, government agencies, physicians’ offices, commercial and industrial entities and consumers. The Company’s products enable healthcare providers to deliver critical information to patients, empowering them to make decisions to improve and protect their health. For more information on OraSure Technologies, please visit www.orasure.com.
About DNA Genotek
DNA Genotek Inc., a subsidiary of OraSure Technologies, Inc., focuses on providing high-quality biological sample collection products and end-to-end services for human genomics, microbiome and infectious disease applications. The Company’s Oragene®•Dx and ORAcollect®•Dx product lines are the first and only FDA 510(k) cleared saliva-based DNA collection devices for in vitro diagnostic use. DNA Genotek also offers Research Use Only products to collect and preserve large amounts of DNA or RNA from multiple sample types. DNA Genotek markets its products worldwide and has a global customer base with thousands of customers in over 100 countries. For more information about DNA Genotek, visit www.dnagenotek.com.
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