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 8, 2018

 

 

Allena Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38268   45-2729920

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One Newton Executive Park, Suite 202

Newton, Massachusetts

  02462
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 467-4577

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.07 Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to the stockholders at the 2018 Annual Meeting of Stockholders of Allena Pharmaceuticals, Inc. (the “Company”) held on June 8, 2018 (the “Annual Meeting”):

(i) The election of three Class I directors, as nominated by the Board of Directors of the Company (the “Board”), each to serve a three-year term expiring at the 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal; and

(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2018.

The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2018.

The number of shares of common stock entitled to vote at the Annual Meeting was 20,695,556. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,509,070. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

 

  (a) Election of Class I Directors.

 

Director Nominee

   Votes For      Votes Withheld  

Andrew A.F. Hack, M.D., Ph.D.

     15,306,436        43,600  

Alexy Margolin, Ph.D.

     14,534,256        815,780  

James N. Topper, M.D., Ph.D.

     14,443,144        906,892  

There were 1,159,034 broker non-votes regarding the election of directors.

 

  (b) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The results of the voting included 16,501,027 votes for, 7,744 votes against and 299 votes abstained. There were no broker non-votes regarding this proposal.

 

Item 8.01 Other Information

Following the Annual Meeting, the Board consisted of the following seven directors:

 

  •   Class  I – Andrew A.F. Hack, M.D., Ph.D., Alexy Margolin, Ph.D. and James N. Topper, M.D., Ph.D.

 

  •   Class  II – Axel Bolte and Robert Tepper, M.D.

 

  •   Class  III – Robert Alexander, Ph.D. and Gino Santini

In addition, following the Annual Meeting, the Audit Committee of the Board consisted of Andrew A.F. Hack, M.D., Ph.D. (Chairman), Robert Alexander, Ph.D. and Gino Santini. The Compensation Committee of the Board consisted of Gino Santini (Chairman), Axel Bolte and James N. Topper, M.D., Ph.D. The Nominating and Corporate Governance Committee of the Board consisted of Robert Tepper, M.D. (Chairman) and James N. Topper, M.D., Ph.D.

On June 11, 2018, the Company issued a press release regarding Dr. Hack’s election to the Board. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of Allena Pharmaceuticals, Inc. dated June 11, 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.

 

Date: June 12, 2018     Allena Pharmaceuticals, Inc.
    By:   /s/ Edward Wholihan
     

Edward Wholihan

Chief Financial Officer

Exhibit 99.1

 

LOGO

 

Allena Pharmaceuticals Appoints Andrew A. F. Hack, M.D., Ph.D., to its Board of Directors

NEWTON, Mass., June 11, 2018 – Allena Pharmaceuticals, Inc. (NASDAQ:ALNA), a late-stage, biopharmaceutical company dedicated to developing and commercializing first-in-class, oral enzyme therapeutics to treat patients with rare and severe metabolic and kidney disorders, today announced the appointment of Andrew A. F. Hack, M.D., Ph.D., to its Board of Directors. Dr. Hack will serve as Chair of the Audit Committee.

“Andrew is a proven leader in the biotechnology industry, with a valuable array of experiences in financial, strategic and advisory roles across the sector,” said Alexey Margolin, Ph.D., Chief Executive Officer of Allena Pharmaceuticals. “We believe Andrew’s financial background and extensive and diverse experience in the life sciences will greatly benefit Allena as we advance our pipeline to address the full spectrum of kidney-related disorders and prepare to enter our next stage of growth. We are delighted to welcome Andrew to our Board, and look forward to his insights and contributions.”

Dr. Hack has served as Chief Financial Officer of Editas Medicine since 2015. Prior to joining Editas, Dr. Hack was a portfolio manager at Millennium Management LLC, where he ran a healthcare fund focused on biotechnology, pharmaceutical and medical device companies. Before joining Millennium, Dr. Hack was a healthcare analyst at HealthCor Management and Carlyle-Blue Wave Partners. He also served as principal of the MPM BioEquities Fund. Dr. Hack began his investment career covering the biotechnology sector at Bank of America and Rodman & Renshaw, and before that, co-founded Reify Corporation, a life science tools and drug discovery company. Dr. Hack currently serves on the board of Mersana Therapeutics. He received a B.A. in Biology with special honors from the University of Chicago, where he also received his M.D. and Ph.D.

“I am excited to join the Allena Board and look forward to working with Allena’s management team to advance its growing pipeline through development,” said Dr. Hack. “By leveraging the power of its proprietary technology to design and formulate non-absorbed, stable enzymes, Allena is developing a new class of medicines for patients with kidney-related disorders, with the potential to provide new options to patients who are severely underserved by existing therapeutics.”

About Allena Pharmaceuticals

Allena Pharmaceuticals, Inc. is a late-stage biopharmaceutical company dedicated to developing and commercializing first-in-class, oral enzyme therapeutics to treat patients with rare and severe metabolic and kidney disorders. Allena’s lead product candidate, ALLN-177, is a first in class, oral enzyme therapeutic for the treatment of hyperoxaluria, a metabolic disorder characterized by markedly elevated urinary oxalate levels and commonly associated with kidney stones, chronic kidney disease and other serious kidney disorders.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these risks and uncertainties, and other important factors, see the section entitled “Risk Factors” in Allena’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, as well as discussions of potential risks, uncertainties and other important factors in Allena’s subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Allena undertakes no duty to update this information unless required by law.

Investor Contact

Hannah Deresiewicz

Stern Investor Relations, Inc.

212-362-1200

hannahd@sternir.com