Item 2.04.
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement.
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On February 4, 2019, Arsanis, Inc. (the Company)
and its subsidiary, Arsanis Biosciences GmbH (Arsanis GmbH), received letters from counsel to Österreichische Forschungsförderungsgesellschaft GmbH (FFG), alleging that they breached reporting, performance and other
obligations in connection with the grants and loans made by FFG to Arsanis GmbH between September 2011 and March 2017 to fund qualifying research and development expenditures (collectively, the Subsidies).
The letters demand the immediate repayment of all outstanding Subsidies, totaling approximately EUR 18.1 million ($20.5 million, based on an
exchange rate of US$1.13 per EUR 1.00 on February 7, 2019), on or before February 19, 2019. The repayment amount consists of approximately EUR 7.2 million ($8.2 million) of outstanding grants, approximately EUR 8.5 million ($9.6
million) of outstanding loan principal amount and approximately EUR 2.4 million ($2.7 million) of accrued interest. FFG has reserved all rights and remedies in connection with the Subsidies.
The Company is party to a series of Patronatserklärung (letters of comfort) for the benefit of Arsanis GmbH under Austrian law, pursuant to
which the Company has agreed to take certain steps including, in some instances to maintain the ability of Arsanis GmbH to pay its debts and liabilities, or to enable Arsanis GmbH to meet its obligations and to prevent Arsanis GmbH from becoming
insolvent, subject to the terms and conditions set forth in the letters of comfort.
While the Company does not agree with the claims or conclusions set
forth by FFG, it plans to discuss the claims with FFG with the goal of resolving them. If the claims are pursued by FFG, the Company intends to vigorously defend the claims.
Cautionary Note on Forward-Looking Statements
Any
statements in this Current Report on Form
8-K
about future expectations, plans and prospects for the Company, including statements about the Companys planned response to the allegations of breach
described above and other statements containing the words anticipate, believe, estimate, expect, intend, may, plan, predict, project,
target, potential, will, would, could, should, continue, and similar expressions, constitute forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties regarding what actions FFG might take with respect to the
allegation of breach, whether the Company will be able to reach a mutual agreement with FFG regarding such allegations, and other factors discussed in the Risk Factors section of the Companys annual report on Form
10-K
for the year ended December 31, 2017 as filed with the Securities and Exchange Commission and other reports on file with the Securities and Exchange Commission. In addition, the forward-looking statements
included in this Current Report on Form
8-K
represent the Companys views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Companys views to
change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as
representing the Companys views as of any date subsequent to the date hereof.