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): April 1, 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 Director
On April 1, 2019, the Board of Directors of Athenex, Inc. (the “Company”) appointed a new member to its Board of Directors, John Tiong Lu Koh, effective as of the same date. Mr. Koh 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. Koh 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. Koh was not appointed pursuant to any arrangement or understanding with any person. Neither Mr. Koh 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.
Press Release
On April 2, 2019, the Company issued a press release announcing the appointment of Mr. Koh. 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
|
Exhibit No. |
Description |
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| 99.1 | Press release dated April 2, 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: April 2, 2019 |
/s/ Randoll Sze |
|||||
| Name: | Randoll Sze | |||||
| Title: | Chief Financial Officer | |||||
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Exhibit 99.1
Athenex Announces Appointment of John Koh as a New Board Member
BUFFALO, N.Y., April 2, 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 John Koh as a Director on Athenex’s Board, effective April 1, 2019. Mr. Koh joins the Company’s expanded Board of Directors together with recently announced additions of Dr. John Vierling, Ms. Stephanie Davis and Mr. Jordan Kanfer.
Dr. Johnson Lau, Chairman and Chief Executive Officer of Athenex, commented, “We are delighted to welcome another great addition to Athenex’s Board of Directors. John brings a deep understanding of finance, law and international markets from his 30-year career in investment banking and law. He has also been an investor and advisor to buyouts in Singapore, the US, Hong Kong, Tokyo, and London. We are confident that his experience and insights will have a meaningful impact on the Company’s growth and development strategies.”
Mr. Koh added, “I am excited to join this active and influential Board as it guides Athenex on its path towards realizing the promise of oral chemotherapy. Patients everywhere will benefit, and I feel privileged to be part of this company.”
John Koh is an independent director of NSL Ltd.; Mapletree Industrial Trust, a Singapore listed REIT; Kris Energy; and Aurora Mobile Limited (JG), a NASDAQ company. He is Chairman of the Audit Committees of NSL, JG, and Kris Energy; and a Lead Independent Director for Mapletree REIT and Kris Energy. He is also a Senior Advisor to Global Counsel, a UK policy advisory business and Director of its Singapore company. Mr. Koh has over 30 years of experience in investment banking and law having been a Managing Director and Senior Advisor of the Goldman Sachs Group until 2005. Prior to joining Goldman Sachs in 1999, Mr. Koh spent 19 years as a lawyer, including 7 years with Milbank Tweed and Paul Weiss, as well as serving in the Singapore Attorney-General’s Chambers office. Mr. Koh has an active interest in the arts and the book business as the owner of Bernard Quaritch Ltd., London’s oldest antiquarian bookseller. He is also a director of the National Library Board, National Museum and is on the development board of Oxford University’s Bodleian Library and advisory committees of the Victoria & Albert Museum and the Chelsea Physic Garden. Mr. Koh received a Singapore government scholarship to read economics and law at Trinity College, Cambridge and is also a graduate of Harvard Law School. He is also the author of the biography of Singapore’s first Chief Justice published in 2008 by the Singapore Academy of Law.
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