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 25, 2019
ATHENEX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38112 | 43-1985966 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 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 Director
On March 29, 2019, the Board of Directors of Athenex, Inc. (the “Company”) appointed Jordan Kanfer to its Board of Directors, effective as of April 1, 2019. Mr. Kanfer will join Class III of the Board of Directors and serve until the 2020 annual meeting of stockholders. In connection with his appointment, consistent with the Company’s other non-employee directors, Mr. Kanfer was 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, he will receive an annual cash fee of $26,000.
Mr. Kanfer was not appointed pursuant to any arrangement or understanding with any person. Neither Mr. Kanfer nor any of his 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 25, 2019, Song-Yi Zhang informed the Chairman of the Board of Directors of the Company that he is resigning from the Board of Directors, effective immediately. Mr. Zhang’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 29, 2019, the Company issued a press release announcing the appointment of Mr. Kanfer and the resignation of Mr. Zhang. 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 29, 2019 | |
1
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 29, 2019 |
/s/ Randoll Sze |
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| Name: | Randoll Sze | |||
| Title: | Chief Financial Officer | |||
2
Exhibit 99.1
Athenex Announces Appointment of Jordan S. Kanfer
to Board of Directors
Jordan Kanfer to replace SongYi Zhang, J.D., who is stepping down
BUFFALO, N.Y., March 29, 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 appointment of Jordan S. Kanfer, Managing Director, Convertible and Equity Research at Opti Capital Management, to its Board of Directors, effective April 1, 2019. Mr. Kanfer will replace SongYi Zhang, J.D., who is stepping down.
“Jordan will be a tremendous asset to our Board. As an experienced global fund manager and life sciences investor he has a broad understanding of the investment community and global healthcare market,” said Dr. Johnson Lau, Chairman and Chief Executive Officer of Athenex. “Additionally, Jordan has demonstrated exceptional leadership qualities in building teams and overseeing operations as a consultant and at medical centers and laboratories. We look forward to his contributions as we continue progressing as a public company.”
Mr. Kanfer stated, “I am honored to join the Board of Directors for Athenex, an innovative anti-cancer company pioneering the way for oral chemotherapy. With the global market for cancer treatments expected to reach $150 billion next year and the current treatment methods unable to meet the demands of cancer and precancerous patients seeking varied therapeutic options, I am eager to collaborate with this dynamic team as it realizes its goal of bringing its innovative therapies to market.”
Jordan Kanfer is a Managing Director, Convertible and Equity Research at Opti Capital Management, where he is responsible for all aspects of healthcare investing for both credit and equity components. He is currently a member of the American College of Healthcare Executives and serves on the Board of Advisors for dB Diagnostics Systems. Mr. Kanfer’s investment management experience includes working in various managerial and senior analyst roles, most notably for Arrowgrass Capital Partners, TPG-Axon Capital, JANA Partners, and SAC Capital. Prior to working on the buy-side, Mr. Kanfer was a Vice President at Goldman, Sachs & Co., and previously worked in the healthcare industry in multiple consulting and operations capacities. He received an M.P.H. from the University of Massachusetts at Amherst and a B.A. in history from Yeshiva University.
“We thank SongYi for his tremendous guidance, generosity and commitment during his tenure as a board member. As an early investor in Athenex, SongYi’s insights were invaluable, as we transformed from a very early-stage company to one with late stage clinical assets and multiple technology platforms in oncology,” added Dr. Lau.
Mr. Zhang commented, “I have great respect for Athenex and the management team, and have appreciated my term on the Board. Having participated in early investments in Athenex and watched Athenex mature from pre-IPO to a robust public company with a versatile product pipeline, I firmly believe that the Company is well on its way to realizing its vision of bringing more safe, effective, and tolerable treatments to cancer patients. I wish Athenex continued progress in developing its impressive clinical stage assets and creating a path for commercialization.”
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