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): June 1027, 2016

EPIRUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51171		04-3514457
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

699 Boylston Street

Eighth Floor

Boston, MA 02116

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (617) 600-3497

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement and Item 2.01 - Completion of Acquisition or Disposition of Assets.

On June 1330, 2016, EPIRUS Biopharmaceuticals, Inc. (“EPIRUS” or the “Company”) ~~entered~~closed ~~into a binding term sheet (~~the ~~“Binding~~previously ~~Term~~disclosed ~~Sheet”)~~sale ~~with~~of ~~Zakłady Farmaceutyczne “Polpharma” S.A. (“Polpharma”), pursuant to which the Company will sell to Polpharma~~ all of the outstanding shares of its wholly owned subsidiary, EPIRUS Biopharmaceuticals (Netherlands) B.V. (“EPIRUS Netherlands”, formerly known as Bioceros Holdings, N.V. (“Bioceros”)), into ~~exchange~~Genefar B.V. (“Genefar”), an affiliate of Zakłady Farmaceutyczne “Polpharma” S.A., for approximately $3.7 million in cash pursuant to the terms of a Stock Purchase Agreement. EPIRUS and Genefar have also entered into an Excluded Assets License Agreement (the “License Agreement”). In connection with the closing of the EPIRUS Netherlands sale, EPIRUS made a payment of approximately $~~3.5~~2 million in cash to the former shareholders of Bioceros pursuant to that certain Stock Purchase Agreement dated as of September 9, ~~subject~~2015, among EPIRUS, Bioceros, the sellers identified therein, and Oscar Schoots and Carine van den Brink as the representatives of the sellers, which final payment was to ~~adjustment~~have ~~for~~been ~~any~~made ~~remaining~~on ~~outstanding~~September 9, ~~cash~~2016. orThe remaining net ~~debt~~proceeds ~~held~~of bythe sale of EPIRUS Netherlands will be paid to Hercules Capital, Inc. ~~EPIRUS~~(“Hercules”) ~~Netherlands~~in ~~has~~partial ~~been~~satisfaction of the ~~Company’s~~remaining ~~technical~~amounts ~~cell-line~~owed ~~generation~~pursuant to the Loan and ~~process~~Security ~~development~~Agreement ~~site~~dated ~~since~~as ~~its~~of ~~acquisition~~September 30, by2014 between the Company inand ~~September 2015~~Hercules.

InPursuant ~~connection~~to ~~with~~ the ~~transactions~~terms ~~contemplated~~of by the ~~Binding~~License ~~Term Sheet~~Agreement, ~~Polpharma~~Genefar ~~will~~granted ~~acquire~~to ~~ownership~~the ofCompany ~~EPIRUS~~an ~~Netherlands’ proprietary CHOBC cell line platform~~exclusive, ~~all related intellectual property rights~~worldwide, airrevocable ~~fully equipped laboratory~~ and ~~bioreactor~~fully ~~capabilities~~transferable ~~designed~~license ~~for~~to ~~the~~certain ~~development~~proprietary ofand/or ~~monoclonal~~in-licensed ~~antibodies~~rights ~~and~~held ~~protein~~by ~~therapeutics.~~ EPIRUS ~~will~~Netherlands ~~retain exclusive rights~~ to develop BOW080 (eculizumab; reference biologic Soliris®) for the potential treatment of ultra-rare blood disorders and BOW070 (tocilizumab; reference biologic Actemra®) for the potential treatment of an uncommon lymphoproliferative disorder known as Castleman’s disease. With this sale of EPIRUS Netherlands, the Company will continue to pursue its restructuring efforts, including the possible creation of a separate company focused on rare disease biological product opportunities.

~~Pursuant~~Item to1.02. ~~the~~Termination Binding Term Sheet, the parties have agreed to close the sale transaction by no later than June 24, 2016 (the “Closing Date”), with the parties agreeing to negotiate and execute a definitive agreement reflecting the provisions of ~~the Binding Term Sheet by such date. The Binding Term Sheet further provides that if the parties fail to execute~~ a ~~definitive~~Material ~~agreement~~Definitive ~~by the Closing Date, the sale of EPIRUS Netherlands will nonetheless be consummated on June 24, 2016 in accordance with the terms set forth in the Binding Term Sheet~~Agreement.

AtOn June 30, 2016, the ~~closing~~Company received notice of termination of the ~~EPIRUS~~Collaboration ~~Netherlands~~Agreement ~~sale,~~between ~~EPIRUS~~Swiss ~~will~~Pharma beInternational ~~obligated~~AG, toan ~~accelerate~~affiliate ~~the~~of ~~final~~Pharmaceutical ~~payment~~Works ofPolpharma $1S.7A., ~~million~~and inthe ~~cash~~Company todated as of July 13, 2015 (the ~~former~~“Polpharma ~~shareholders~~Collaboration ofAgreement”), ~~Bioceros~~on ~~pursuant~~the togrounds that ~~certain~~the ~~Stock~~termination ~~Purchase~~by ~~Agreement~~the ~~dated~~Company asof development of ~~September 9,~~its ~~2015,~~product ~~among~~candidates ~~EPIRUS,~~BOW015 ~~Bioceros,~~and ~~the~~BOW050 ~~sellers~~constituted ~~identified~~a ~~therein,~~breach ~~and~~of ~~Oscar~~the ~~Schoots~~Polpharma ~~and~~Collaboration ~~Carine~~Agreement. ~~van~~The ~~den~~Company ~~Brink~~disputes asthat ~~the~~grounds ~~representatives~~for termination of the ~~sellers,~~Polpharma ~~which~~Collaboration ~~final~~Agreement ~~payment~~exist ~~was~~and tohas ~~have~~rejected ~~been~~the ~~made~~notice onof ~~September 9, 2016~~termination.

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 1027, 2016, ~~following~~EPIRUS ~~consensual~~received ~~discussions~~a ~~with~~deficiency ~~Hercules~~letter ~~Technology~~from ~~Growth~~The ~~Capital, Inc.~~NASDAQ Stock Market LLC (“~~Hercules~~NASDAQ”) ~~relating~~indicating tothat, ~~amounts~~based ~~owed~~on ~~under~~ the ~~Loan~~Company’s ~~and~~closing ~~Security~~bid ~~Agreement~~price ~~dated~~for asthe ~~of September~~ 30, ~~2014~~consecutive ~~(the~~business ~~“Loan~~days ~~Agreement”)~~ended ~~between~~June 24, 2016, the Company ~~and~~does ~~Hercules,~~not comply with the ~~Company~~minimum ~~repaid~~bid price requirement of $81.000 ~~million~~per ofshare, ~~the~~as ~~outstanding~~set ~~$14~~forth in NASDAQ Listing Rule 5550(a)(2).1 ~~million~~The innotification ~~principal~~has ~~amount~~no ~~owed~~immediate ~~pursuant~~effect toon the ~~Loan~~listing ~~Agreement~~of the Company’s common stock on The NASDAQ Capital Market.

2In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company was provided a grace period of 180 calendar days, or until December 27, 2016, to regain compliance with the minimum closing bid price requirement for continued listing. In order to regain compliance, the closing bid price of the Company’s common stock would need to be at least $1.00 per share for a minimum of ten consecutive business days prior to December 27, 2016 or the Company’s common stock would be subject to delisting, absent NASDAQ granting an additional compliance grace period of 180 days subsequent to December 27, 2016.

~~SIGNATURES~~However, as further detailed in this Current Report on Form 8-K, the Company has initiated an orderly wind-down of its operations which is expected to be completed in the third quarter of 2016. As such, it does not expect to take any steps to remedy this deficiency notice.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities Exchange Act~~ of ~~1934,~~Certain ~~the~~Officers; ~~registrant~~Election ~~has~~of ~~duly~~Directors; ~~caused~~Appointment ~~this~~of ~~report~~Certain toOfficers; beCompensatory ~~signed~~Arrangements onof ~~its~~Certain ~~behalf by the undersigned hereunto duly authorized~~Officers.

Date: June 14, 2016	EPIRUS BIOPHARMACEUTICALS, INC.
	By:	/s/ Scott Rocklage
	Name:	Scott Rocklage
	Title:	Chief Executive Officer

On June 30, 2016, each of Michael Wyand, the Company’s President and Chief Operating Officer, and Thomas Shea the Company’s Senior Vice President, Chief Financial Officer and Treasurer, were terminated from their respective positions with the Company in connection with the wind-down of the Company’s Operations.

3Item 8.01. Other Events.

Despite concerted efforts, EPIRUS has been unable to secure any buyers for its suspended programs (BOW015 (infliximab, reference biologic Remicade®), BOW050 (adalimumab, reference biologic Humira®) and BOW070 (tocilizumab, reference biologic Actemra®)), and has been unable to secure any strategic partners for its rare disease programs. Consequently, given the Company’s current financial position and the lack of resources to continue the Company’s operations in a sustainable manner,the

Board of Directors of the Company has approved an orderly wind-down of the Company’s operations, which the Company plans to complete during the third quarter of 2016. As a part of this wind-down, it is probable that the Company will file a petition for liquidation pursuant to Chapter 7 of the United States Bankruptcy Code (the “Code”). Upon such filing, a Chapter 7 trustee would assume control of the Company and the assets of the Company will be liquidated in accordance with Chapter 7 of the Code.

As previously announced, the Company has substantially reduced its workforce and will have a limited number of remaining employees who will oversee any necessary activities related to the Company’s wind-down of operations and Chapter 7 filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 1, 2016	EPIRUS BIOPHARMACEUTICALS, INC.

	By:	/s/ Scott Rocklage
	Name:	Scott Rocklage
	Title:	Chief Executive Officer

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