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): March 18, 2019
ATHENEX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38112 | 43-1985966 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1001 Main Street, Suite 600, Buffalo, New York | 14203 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716) 427-2950
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On March 18, 2019, the Board of Directors of Athenex, Inc. (the “Company”) appointed two new members to the Board of Directors, Dr. John Moore Vierling and Stephanie Davis, to become effective April 1, 2019. In connection with their appointment, consistent with the Company’s other non-employee directors, Dr. Vierling and Ms. Davis were granted options to purchase 10,000 shares of the Company’s common stock, which vest in four equal annual installments beginning on the anniversary of the date of grant. In addition, they will each receive an annual cash fee of $26,000.
Neither Dr. Vierling nor Ms. Davis was appointed pursuant to any arrangement or understanding with any person. None of Dr. Vierling, Ms. Davis, or any of their respective immediate family members have been a party to any transaction with the Company, and no such transaction is currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
Resignation of Director
On March 18, 2019, Sheldon Trainor-De Girolamo informed the Board of Directors of the Company that he is resigning from the Board of Directors, effective immediately. Prior to Mr. Trainor-De Girolamo’s resignation, he was a member of the Audit Committee and was a member and the Chair of the Compensation Committee. Mr. Trainor-De Girolamo’s resignation is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Press Release
On March 21, 2019, the Company issued a press release announcing the appointments of Dr. Vierling and Ms. Davis and the resignation of Mr. Trainor-De Girolamo. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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| 99.1 | Press release dated March 21, 2019 | |
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.
| ATHENEX, INC. | ||||
| Date: March 21, 2019 |
/s/ Randoll Sze |
|||
| Name: Randoll Sze | ||||
| Title: Chief Financial Officer | ||||
Exhibit 99.1
Athenex Announces Expansion of Board of Directors
John Moore Vierling, MD, FACP, FAASLD, AGAF, and Stephanie Davis appointed to the Board of
Directors; Sheldon Trainor-De Girolamo resigns from the Board
BUFFALO, N.Y., March 21, 2019 — Athenex, Inc. (NASDAQ: ATNX), a global biopharmaceutical company dedicated to the discovery, development and commercialization of novel therapies for the treatment of cancer and related conditions, today announced the resignation of Sheldon Trainor-De Girolamo as a Director of the company. The company also announces the appointment of two new Directors: John Moore Vierling, MD, FACP, FAASLD, AGAF, tenured Professor of Medicine and Surgery at the Baylor College of Medicine, and Stephanie Davis, Senior Client Partner at Korn Ferry.
Mr. Sheldon Trainor-De Girolamo, commented, “I have enjoyed being a member of the Athenex Board and witnessing the company’s growth. With eight clinical stage assets, of which two are already in Phase III, I believe Athenex has significant potential that is supported by strong execution and a visionary team. I wish the company continued success towards the commercialization of its pipeline.”
Dr. Johnson Lau, Chairman and Chief Executive Officer of Athenex, stated, “We thank Mr. Trainor-De Girolamo for his support and contribution to Athenex, both as an investor and also as a board member, from pre-IPO until now. We also welcome two new Board members, Dr. John Vierling and Ms. Stephanie Davis. Dr. Vierling is a very successful academician, currently Professor of Medicine and Surgery and Chief of Hepatology at the Baylor College of Medicine, and the former President of American Association for the Study of Liver Diseases and former Chairman of the National Board of Directors of the American Liver Foundation. Ms. Stephanie Davis is a Senior Client Partner in Korn Ferry and leads the Private Equity and Technology markets in North America. We believe that John and Stephanie will further strengthen our Board in the areas of scientific assessment, academic connectivity, corporate governance and corporate organization. We look forward to their strategic insights and contributions.”
Dr. John Vierling, said, “I am enthusiastic about Athenex’s mission to discover and develop novel therapies for patients with cancer and precancerous conditions. The Athenex Orascovery Platform represents a transformative breakthrough, allowing patients with metastatic cancer to take certain cancer therapies orally that previously required intravenous infusion, and with early data indicating the potential for enhanced efficacy and an improved safety profile based on the changes in pharmacokinetic profile. I believe that this, coupled with ongoing cutting edge research and development, including the cancer immunotherapy program, has great potential to address unmet needs in people with multiple types of cancers.”
Ms. Stephanie Davis, also commented, “I am impressed by the company’s focus on maintaining strong corporate governance and commitment to diversity as it pursues continued advancement in its clinical programs to address unmet medical needs. I look forward to working with Athenex’s Board and the management team.”
Dr. John Moore Vierling, MD, FACP, FAASLD, AGAF is a tenured Professor of Medicine and Surgery and Chief of Hepatology at the Baylor College of Medicine in Houston, Texas. He is also Director of Advanced Liver Therapies (a clinical research unit for adult liver diseases), Baylor Liver Health (a program for liver wellness) and Program Director of the Hepatology and Liver Transplantation Fellowship. He obtained an AB in Biology with Great Distinction from Stanford University and an MD degree from Stanford University School of Medicine. He is ABIM certified in internal medicine and gastroenterology, and was formerly certified in Transplant Hepatology. He was the founding Medical Director of Liver Transplantation at both the University of Colorado Health Sciences Center and Cedars-Sinai/UCLA Medical Center, where he was Director of Hepatology and later Medical Director of Multi-Organ Transplantation. He currently serves on the NIH NIDDK Liver Tissue and Cell Distribution System Coordinating Committee and the DSMB for its DILI Network.
Ms. Stephanie Davis is a Senior Client Partner at Korn Ferry, and leads the Private Equity and Technology markets in North America and is a core member of the CEO and Board practices. She brings over 20 years of leadership consulting experience, working with CEOs to build their executive teams and with Boards of Directors on governance, diversity and succession planning. Prior to joining Korn Ferry, Ms. Davis was a founding member of the Business Services practice at another global executive search firm, Spencer Stuart, where she worked extensively on CEO, president and board engagements across the technology spectrum. She was previously a software executive leading the international growth of an educational software company, Jostens Learning Corporation; a management consultant with McKinsey & Company; and an associate in corporate finance and capital markets at Prudential Investment Corporation. She earned an MBA from Harvard Business School and Bachelor of Science in Engineering, cum laude, at Princeton University. She is a frequent speaker on board governance and diversity.
About Athenex, Inc.
Founded in 2003, Athenex, Inc. is a global clinical stage biopharmaceutical company dedicated to becoming a leader in the discovery, development and commercialization of next generation drugs for the treatment of cancer. Athenex is organized around three platforms, including an Oncology Innovation Platform, a Commercial Platform and a Global Supply Chain Platform. The Company’s current clinical pipeline is derived from four different platform technologies: (1) Orascovery, based on non-absorbed P-glycoprotein inhibitor, (2) Src kinase inhibition, (3) T-cell receptor-engineered T-cells (TCR-T), and (4) Arginine deprivation therapy. Athenex’s employees worldwide are dedicated to improving the lives of cancer patients by creating more active and tolerable treatments. Athenex has offices in Buffalo and Clarence, New York; Cranford, New Jersey; Houston, Texas; Chicago, Illinois; Hong Kong; Taipei, Taiwan; and multiple locations in Chongqing, China. For more information, please visit www.athenex.com .
CONTACTS
Investor Relations:
Tim McCarthy
Managing Director, LifeSci Advisors, LLC
Tel: +1 716-427-2952
Direct: +1 212-915-2564
Athenex, Inc.:
Randoll Sze
Chief Financial Officer
Email: randollsze@athenex.com
Jacqueline Li
Corporate Development and Investor Relations
Email: jacquelineli@athenex.com