Washington, D.C. 20549


Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 5, 2024
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File
(IRS Employer
Identification No.)

2000 Central Avenue
Suite 100
Boulder, CO 80301
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 505-4755

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Item 1.02. Termination of a Material Definitive Agreement.
On March 5, 2024, Fresh Tracks Therapeutics, Inc. (the “Company”) and Carna Biosciences, Inc. (“Carna”) entered into a Termination of License Agreement (the “Termination Agreement”), pursuant to which the parties agreed to terminate, effective as of March 1, 2024, that certain Exclusive License Agreement, dated as of February 2, 2022, by and between Carna and the Company (the “Carna License Agreement”), subject to the survival of certain provisions regarding indemnification, confidentiality, dispute resolution, record retention, audit rights, taxes and ownership of inventions.
The foregoing summary of the Termination Agreement is qualified in its entirety by the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Pursuant to the Carna License Agreement, the Company acquired exclusive, worldwide rights to research, develop, and commercialize Carna’s portfolio of novel STING inhibitors. In accordance with the terms of the Carna License Agreement, in exchange for the licensed rights, the Company made a one-time cash payment of $2.0 million.
The Carna License Agreement provided that the Company would make success-based payments to Carna of up to $258.0 million in the aggregate contingent upon achievement of specified development, regulatory, and commercial milestones. Further, the Carna License Agreement provided that the Company would pay Carna tiered royalty payments ranging from mid-single digits up to 10% of net sales. All of the contingent payments and royalties were payable in cash in U.S. Dollars. Under the terms of the Carna License Agreement, the Company was responsible for, and bore the future costs of, all development and commercialization activities, including patenting, related to all the licensed compounds.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 7, 2024Fresh Tracks Therapeutics, Inc.
/s/ Albert N. Marchio, II
Name:Albert N. Marchio, II
Title:Chief Executive Officer and Chief Financial Officer