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): July 13, 2015
Bellicum Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36783 | 20-1450200 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
2130 W. Holcombe Blvd., Ste. 800 Houston, TX | 77030 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (832) 384-1100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 13, 2015, the Board of Directors (the “Board”) of Bellicum Pharmaceuticals, Inc. (the “Company”) appointed Stephen R. Davis as a Class I director to serve in such capacity until the Company’s 2018 annual meeting of stockholders. Mr. Davis was also appointed as chairman of the Audit Committee of the Board.
Mr. Davis will receive compensation for his service as a director in accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”). The Compensation Policy provides for annual cash compensation of $35,000 for service on the Board, an additional $7,500 annually for service as a member of the audit committee and an additional $7,500 annually for service as the chairman of the Audit Committee. Upon his appointment to the Board, Mr. Davis received a stock option to purchase 20,000 shares of the Company’s common stock in accordance with the Compensation Policy, which will vest in equal monthly installments over a three year period. Pursuant to the Compensation Policy, Mr. Davis also received a stock option to purchase 9,167 shares of the Company’s common stock, which will vest in equal monthly installments until the Company’s 2016 annual meeting of stockholders. The Compensation Policy also provides for further automatic stock option grants to purchase 10,000 shares of the Company’s common stock on the date of each annual meeting of stockholders, which will vest in equal monthly installments until the subsequent annual meeting of stockholders. Mr. Davis has also entered into our standard form of indemnification agreement.
Mr. Davis, age 54, has served as Interim Chief Executive Officer of Acadia Pharmaceuticals, Inc., a public biotechnology company, since March 2015 and has also served as Acadia’s Executive Vice President, Chief Financial Officer and Chief Business Officer since July 2014. From June 2012 to June 2015, he served as a member of the board of directors of Heron Therapeutics, Inc., a public biotechnology company, where he also served as Executive Vice President and Chief Operating Officer from May 2013 to July 2014. From April 2010 to December 2012, Mr. Davis served as Executive Vice President and Chief Operating Officer of Ardea Biosciences, Inc., a private biotechnology company which was acquired by AstraZeneca PLC in June 2012. Earlier in his career, Mr. Davis practiced as a certified public accountant with a major accounting firm and as a corporate and securities attorney with a Wall Street law firm. Mr. Davis received his B.S. degree in accounting from Southern Nazerene University and his J.D. degree from Vanderbilt University.
A copy of the press release announcing Mr. Davis’ appointment to the Board is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press release dated July 16, 2015. | |
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.
Bellicum Pharmaceuticals, Inc. | ||||||
Dated: July 16, 2015 | By: | /s/ Ken Moseley | ||||
Ken Moseley, | ||||||
Senior Vice President and General Counsel | ||||||
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | Press Release dated July 16, 2015. | |
Bellicum Appoints Stephen R. Davis to Board of Directors
Houston, TX - July 16, 2015 - Bellicum Pharmaceuticals, Inc. (Nasdaq: BLCM), a clinical stage biopharmaceutical company focused on discovering and developing novel cellular immunotherapies, today announced the appointment of Stephen R. Davis to its Board of Directors. Mr. Davis was also named Chairman of the Audit Committee.
Mr. Davis has over 20 years of senior management experience in the pharmaceutical industry and currently serves as the interim Chief Executive Officer of ACADIA Pharmaceuticals, a biotechnology company focused on developing drug candidates for neurological and central nervous system disorders. Prior to joining ACADIA, Mr. Davis held Executive Vice President and COO roles at Heron Therapeutics and Ardea Biosciences, Inc., where he led core business and finance functions and was instrumental in strategic growth initiatives. Previously, he served successive senior executive positions including CFO, COO, and CEO at Neurogen Corporation, where he completed multiple collaborations and product acquisitions with global pharmaceutical companies.
Mr. Davis received his B.S. in Accounting from Southern Nazarene University and completed his J.D. at Vanderbilt University Law School. He recently served on the Boards of Directors at Synageva BioPharma Corporation prior to its acquisition by Alexion Pharmaceuticals and at Furiex Pharmaceuticals prior to its acquisition by Forest (now part of Allergan).
About Bellicum Pharmaceuticals
Bellicum is a clinical stage biopharmaceutical company focused on discovering and developing novel cellular immunotherapies for various forms of cancer, including hematological cancers and solid tumors, as well as orphan inherited blood disorders. The Company is using its proprietary Chemical Induction of Dimerization, or CID, technology platform to engineer and control components of the immune system in real time. Bellicum is developing next-generation product candidates in some of the most important areas of cellular immunotherapy, including hematopoietic stem cell transplantation, or HSCT, CAR-T and TCR cell therapy, and dendritic cell vaccines. More information can be found at www.bellicum.com.
Forward-Looking Statement
This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Bellicum may, in some cases, use terms such as "predicts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the timing of our clinical trials and of our research and development activities and our expectations regarding our other programs. Various factors may cause differences between Bellicum’s expectations and actual results as discussed in greater detail in Bellicum’s filings with the Securities and Exchange Commission, including without limitation our annual report on Form 10-K for the year ended December 31, 2014. Any forward-looking statements that Bellicum makes in this press release speak only as of the date of this press release. Bellicum assumes no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.
Investors:
Bellicum Pharmaceuticals
Alan Musso, CFO
832-384-1116
amusso@bellicum.com
or
Media:
BMC Communications
Brad Miles
C: 917-570-7340
O: 646-513-3117
bmiles@bmccommunications.com
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