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): May 10, 2017
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 |
20-1450200 | |
| (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 obligation 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 ☒
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. ☒
Item 1.01 Entry into a Material Definitive Agreement.
Separation and Consulting Agreement
Effective May 10, 2017, Bellicum Pharmaceuticals, Inc. (the “Company”) entered into a separation and consulting agreement with Annemarie Moseley, Ph.D., M.D. (the “Moseley Agreement”). Pursuant to the terms of the Moseley Agreement, Dr. Moseley will resign from her position as the Company’s Chief Operating Officer and Executive Vice President of Clinical Development, effective July 31, 2017 (the “Separation Date”). Following the Separation Date, Dr. Moseley will receive the following benefits, subject to certain terms and conditions: (i) continued payment of her base salary for 12 months following the Separation Date, through July 31, 2018 (the “Severance Period”); (ii) a lump sum amount equal to her pro-rated target performance bonus for 2017; and (iii) payment of COBRA premiums during the Severance Period (subject to earlier termination). In addition, Dr. Moseley agreed to serve as a consultant to the Company commencing on the Separation Date through January 31, 2019 (the “Consulting Period”). During the Consulting Period, Dr. Moseley is expected to provide consulting services for up to 10 hours per month, or more if needed, at a rate of $425 per hour. As additional compensation, the Company agreed to extend the Severance Period for purposes of continued base salary and COBRA payments for an additional six months, through January 31, 2019.
Amended and Restated Employment Agreement
Effective May 10, 2017, the Company entered into an Amended and Restated Employment Agreement (the “Smith Agreement”) with Alan J. Smith, Ph.D., in connection with his promotion to Executive Vice President, Technical Operations. Dr. Smith previously was the Company’s Senior Vice President of Manufacturing. The Smith Agreement provides that Dr. Smith will receive an annual base salary of $370,000, less payroll deductions and withholdings, and will be eligible to receive an annual performance bonus with a target amount equal to 40% of his annual base salary. In connection with his promotion, Dr. Smith was granted an option to purchase 20,000 shares of the Company’s Common Stock, which will vest over a four-year period with 25% vesting on the one-year anniversary of the grant date and the remainder vesting monthly thereafter in equal increments for 36 months. Dr. Smith also is entitled to monthly reimbursement of up to $4,000 for reasonable travel costs from Virginia to Texas and reasonable accommodations in Houston. Dr. Smith’s employment with the Company is “at will” and may be terminated at any time. Under the Smith Agreement Dr. Smith is entitled to severance benefits upon a termination of employment without “cause” or a resignation for “good reason” (each such term as defined in the Smith Agreement), including continued payment of base salary for 12 months, payment of COBRA premiums for 12 months and a pro-rated annual performance bonus.
The foregoing descriptions of the Moseley Agreement and the Smith Agreement are not complete and are qualified in their entirety by reference to the full text of each such agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
On May 15, 2017, the Company issued a press release announcing, among other things, the entry into the Moseley Agreement and the Smith Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure set forth in Item 1.01 above is incorporated herein for this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated May 15, 2017. | |
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. | ||||||
| Date: May 15, 2017 | ||||||
| By: | /s/ Alan A. Musso | |||||
| Alan A. Musso | ||||||
| Chief Financial Officer and Treasurer | ||||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release dated May 15, 2017. | |
Exhibit 99.1
Bellicum Pharmaceuticals Announces Management Changes
HOUSTON, TX—May 15, 2017 — Bellicum Pharmaceuticals, Inc. (Nasdaq:BLCM), a leader in developing novel, controllable cellular immunotherapies for cancers and orphan inherited blood disorders, today announced that Annemarie Moseley, Ph.D., M.D., the Company’s Chief Operating Officer and Executive Vice President of Clinical Development, has announced her intention to leave the organization, effective July 31, 2017. Dr. Moseley will transition her responsibilities over this period and will remain a consultant to Bellicum through January 2019. The Company has initiated a search for a Chief Medical Officer.
Bellicum also announced the promotion of Alan K. Smith, Ph.D., to Executive Vice President, Technical Operations, responsible for Bellicum’s manufacturing, process and systems development, and supply chain groups.
“I would like to thank Annemarie for her many contributions to the success of Bellicum, particularly in establishing the clinical program for BPX-501 in Europe and the U.S., and developing the Company’s cell therapy manufacturing capabilities,” commented Rick Fair, Bellicum’s President & Chief Executive Officer. “Annemarie’s tireless efforts over the last six years leave us well positioned as we evaluate our controlled CAR T and TCR candidates in the clinic and prepare for the commercialization of BPX-501.”
“It has been my honor to help lead Bellicum through an exciting period of growth and accomplishment,” said Dr. Moseley. “I am particularly proud of our clinical work showing BPX-501 may improve outcomes in pediatric patients with a range of orphan inherited blood disorders and hematologic cancers. I look forward to continuing to support the Bellicum team and effecting a smooth transition.”
Alan Smith’s promotion reflects his significant contributions to the growth of Bellicum’s technical operations since joining as Senior Vice President of Manufacturing in 2015. He will continue to lead the ongoing build-out of the Company’s GMP manufacturing facility for in-house manufacturing of U.S. supply of BPX-501, as well as preparations for a commercial supply chain in Europe.
Commented Mr. Fair, “Alan’s expertise and strong leadership in this expanded role will continue to serve us well as we prepare for the expected commercialization of BPX-501 and expansion of the clinical programs for our controllable CAR T and TCR therapies.”
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.
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 research and development activities relating to BPX-501, CAR T and TCR programs; the effectiveness of BPX-501, its possible range of application and potential curative effects and safety in the treatment of diseases, the timing and success of our clinical trials; the potential commercialization of BPX-501; and the expected build-out of our manufacturing facility. 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 March 31, 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