Washington, D.C. 20549

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest reported) October 24, 2019
(Exact name of Registrant as specified in its charter)

(State or Other Jurisdiction
of Incorporation)
(Commission File
(IRS Employer
Identification No.)

5777 Central Avenue
Suite 102
Boulder, CO 80301
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (720) 565-4755

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Common stock, par value $0.01 per share
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Item 8.01. Other Events

On October 23, 2019, Bodor Laboratories, Inc. (“Bodor”) notified Brickell Biotech, Inc. (the “Company”) of its termination of the Bodor license agreement with the Company, dated December 15, 2012, as amended by Amendment No. 1 to License Agreement, effective as of October 21, 2013, and Amendment No. 2 to License Agreement, effective as of March 31, 2015 (the “License Agreement”). Bodor alleges that the Company materially breached the License Agreement resulting in its termination.

Additionally, on October 23, 2019, Bodor and Nicholas S. Bodor (the “Plaintiffs”) filed a complaint against the Company in the United States District Court for the Southern District of Florida. The complaint alleges damages incurred by the Plaintiffs in connection with the Company’s alleged breach of the License Agreement. The complaint seeks: (i) declaratory judgment that the termination of the License Agreement by the Plaintiffs was valid and enforceable; (ii) an injunction requiring the Company to cease and desist use of the Plaintiffs’ intellectual property; and (iii) damages for breach of contract and breach of the covenant of good faith and fair dealing. The Company believes that termination of the License Agreement is unwarranted. The Company intends to defend against the allegations vigorously. The dispute and resulting litigation may divert management’s attention from the day-to-day operation of the Company’s business, result in substantial cost to the Company and may result in the suspension of payments under the product funding agreement that the Company previously entered into with NovaQuest Co-Investment Fund X, L.P.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 24, 2019
Brickell Biotech, Inc.
/s/ Robert B. Brown
Robert B. Brown
Chief Executive Officer