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): February 20, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 20, 2018, upon recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Bellicum Pharmaceuticals, Inc. (the “Company”), the Board approved an increase in the size of the Board to eight (8) members and appointed Edmund P. Harrigan, M.D. as a Class II director to fill the vacancy created by such increase, to serve in such capacity until the Company’s 2019 annual meeting of stockholders.
Dr. Harrigan 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, payable in equal quarterly installments, and prorated based on days served in the applicable fiscal year. Pursuant to the Compensation Policy, on February 20, 2018, Dr. Harrigan was granted a stock option to purchase 20,000 shares of the Company’s common stock, which will vest in equal monthly installments over a three year period, and a separate stock option to purchase 3,166 shares of the Company’s common stock, which will vest in equal monthly installments until the date of the Company’s 2018 annual meeting of stockholders. The Company also entered into an indemnification agreement with Dr. Harrigan.
There is no arrangement or understanding between Dr. Harrigan and any other person pursuant to which Dr. Harrigan was appointed as a director. There are no transactions between the Company and Dr. Harrigan that would require disclosure under Item 404(a) of Regulation S-K.
On February 21, 2018, the Company issued a press release announcing Dr. Harrigan’s appointment. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated February 21, 2018. | |
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: February 23, 2018 | By: | /s/ Alan A. Musso | ||||
Alan A. Musso | ||||||
Chief Financial Officer and Treasurer | ||||||
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | ||
Exhibit 99.1
Bellicum Pharmaceuticals Appoints Edmund P. Harrigan, M.D. to its Board of Directors
HOUSTON, Feb. 21, 2018 (GLOBE NEWSWIRE) -- Bellicum Pharmaceuticals, Inc. (NASDAQ:BLCM), a leader in developing novel, controllable cellular immunotherapies for cancers and orphan inherited blood disorders, today announced the appointment of Edmund Harrigan, M.D. to its Board of Directors. Dr. Harrigan has 28 years of pharmaceutical industry experience serving in various executive leadership positions across Business Development, Clinical, Drug Safety, and Regulatory affairs, most recently as Senior Vice President, Worldwide Safety and Regulatory at Pfizer Inc.
“We are pleased to welcome Ed to our Board of Directors. His extensive leadership experience and cross-functional background—particularly in clinical and regulatory matters—will be instrumental as we continue to advance and expand our pipeline of controllable cell immunotherapies,” said Bellicum’s President & CEO Rick Fair.
Throughout his career, Dr. Harrigan has held multiple executive leadership roles at Pfizer, spanning 18 years. Most recently, as Senior Vice President of Worldwide Safety and Regulatory for Pfizer from 2012 to 2015, he led a 3,500-person team in 80 countries that was responsible for collecting, interpreting and reporting clinical safety data for more than 600 marketed products, and managing regulatory interactions with global health agencies. Previously at Pfizer, he also served as Senior Vice President, Head of Worldwide Business Development and Senior Vice President, Head of Worldwide Regulatory Affairs and Quality Assurance. In addition to his experience at Pfizer, Dr. Harrigan previously served as President & CEO of Karuna Pharmaceuticals, and in senior clinical leadership positions at Neurogen Corp. and Sepracor, Inc.
Prior to entering the pharmaceutical industry in 1990, Dr. Harrigan was a practicing neurologist for seven years. He currently serves on the Board of Directors of Karuna Pharmaceuticals, ACADIA Pharmaceuticals, and Lyndra, Inc. Dr. Harrigan has a B.A. degree in Chemistry from St. Anselm College and earned his M.D. from the University of Massachusetts at Worcester.
About Bellicum Pharmaceuticals
Bellicum is a clinical stage biopharmaceutical company focused on discovering and developing cellular immunotherapies for cancers and orphan inherited blood disorders. Bellicum is using its proprietary Chemical Induction of Dimerization (CID) technology platform to engineer and control components of the immune system. Bellicum is developing next-generation product candidates in some of the most important areas of cellular immunotherapy, including hematopoietic stem cell transplantation (HSCT), and CAR-T and TCR cell therapies. More information can be found at www.bellicum.com.
1
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," “designed,” "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, our intentions to advance and expand our pipeline. Various factors may cause differences between Bellicum’s expectations and actual results as discussed in greater detail under the heading “Risk Factors” 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, 2016 and our report on Form 10-Q for the quarter ended September 30, 2017. 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, Inc.
Alan Musso, CFO
832-384-1116
amusso@bellicum.com
Media:
BMC Communications
Brad Miles
646-513-3125
bmiles@bmccommunications.com
Source: Bellicum Pharmaceuticals
2