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)
October 24, 2019
Twist Bioscience Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-38720 | 46-205888 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
455 Mission Bay Boulevard South
Suite 545
San Francisco, CA 94158
(Address of principal executive offices, including ZIP code)
(800) 719-0671
(Registrants telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock | TWST | The Nasdaq Global Select Market |
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.
On October 24, 2019, the Board elected Nicolas Barthelemy to the Board, effective immediately. Mr. Barthelemy will serve as a Class II director until the Companys 2020 Annual Meeting, or until his successor has been duly elected and qualified. Mr. Barthelemy was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from nine to ten members. The Board also appointed Mr. Barthelemy to serve on the Audit and Compensation Committees.
There are no arrangements or understandings between Mr. Barthelemy and any other persons pursuant to which he was selected as a director. Mr. Barthelemy has no family relationships with any of the Companys directors or executive officers.
As a non-employee director, Mr. Barthelemy will be compensated for his services in the manner described in the Companys current Non-Employee Director Compensation Policy. The Company has also entered into its standard form of Indemnification Agreement with Mr. Barthelemy in connection with his appointment to the Board.
On October 25, 2019, the Company issued a press release announcing the appointment of Mr. Barthelemy to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press release dated October 25, 2019 titled Twist Bioscience Appoints Seasoned Life Sciences Industry Executive Nicolas M. Barthelemy to Board of Directors. |
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: October 25, 2019 | Twist Bioscience Corporation | |||||
/s/ Mark Daniels |
||||||
Mark Daniels | ||||||
Senior Vice President, Chief Legal Officer, Chief Ethics and Compliance Officer, and Secretary |
Exhibit 99.1
Twist Bioscience Appoints Seasoned Life Sciences Industry Executive Nicolas M. Barthelemy to Board of Directors
SAN FRANCISCO, Calif. October 25, 2019 Twist Bioscience Corporation (NASDAQ: TWST), a company enabling customers to succeed through its offering of high-quality synthetic DNA using its silicon platform, today announced the appointment of Nicolas M. Barthelemy to its board of directors. Mr. Barthelemy brings extensive experience, both as an operational executive and board member, in the areas of biopharmaceutical, life science tools and molecular diagnostics.
Nicolas brings incredibly relevant global commercial operations and manufacturing expertise that will be invaluable as we continue to innovate to provide exceptional products for our customers, said Emily M. Leproust, Ph.D., CEO and co-founder of Twist Bioscience. We welcome his strategic insight as we extend our global footprint and expand our product lines for synthetic biology and next generation sequencing .
Mr. Barthelemy brings over 25 years of life science industry expertise to the Twist board of directors. Most recently, he served as president and CEO of Biotheranostics, a privately-held molecular diagnostics company. Prior to Biotheranostics, he served as president of global commercial operations at Life Technologies (now Thermo Fisher Scientific), where he led the organization responsible for $4 billion in revenue with a total of 3,500 employees worldwide. Before Life Technologies, Mr. Barthelemy served in operational and commercial roles of increasing responsibility, including vice president of manufacturing for Biogen IDEC. He began his career with Merck & Co., Inc. as a project engineer in the vaccine division. Mr. Barthelemy currently also serves on the board of directors of Repligen Corporation, Fluidigm Corporation, Biocare Medical and 908 Devices. He previously served on the boards of Genewiz (now Brooks Automation), Avantor and Essen Holdings, Inc. (now Sartorius AG). He received an M.S. in chemical engineering from the University of California, Berkeley, and an engineering degree from Ecole Supérieure de Physique et de Chimie Industrielles in Paris.
Twist has a rapidly growing revenue stream from its synthetic biology and NGS products, as well as potential medium and long-term opportunities in biopharma and DNA data storage, respectively, commented Mr. Barthelemy. I look forward to sharing my experience to continue to drive growth across all areas of the business.
About Twist Bioscience Corporation
Twist Bioscience is a leading and rapidly growing synthetic biology company that has developed a disruptive DNA synthesis platform to industrialize the engineering of biology. The core of the platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by writing DNA on a silicon chip. Twist is leveraging its unique technology to manufacture a broad range of synthetic DNA-based products, including synthetic genes, tools for next-generation sequencing (NGS) preparation, and antibody libraries for drug discovery and development. Twist is also pursuing longer-term opportunities in digital data storage in DNA and biologics drug discovery. Twist makes products for use across many industries including healthcare, industrial chemicals, agriculture and academic research.
All Twist Bioscience products are Research Use Only.
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Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause Twist Biosciences actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the risks and uncertainties of the ability to attract new customers and retain and grow sales from existing customers; risks and uncertainties of rapidly changing technologies and extensive competition in synthetic biology could make the products Twist Bioscience is developing obsolete or non-competitive; uncertainties of the retention of a significant customer; risks of third party claims alleging infringement of patents and proprietary rights or seeking to invalidate Twist Biosciences patents or proprietary rights; and the risk that Twist Biosciences proprietary rights may be insufficient to protect its technologies. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Twist Biosciences business in general, see Twist Biosciences risk factors set forth in Twist Biosciences Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019. Any forward-looking statements contained in this press release speak only as of the date hereof, and Twist Bioscience specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
CONTACTS:
Investor Contact:
Argot Partners
Maeve Conneighton
212-600-1902
maeve@argotpartners.com
Media Contact:
Angela Bitting
925- 202-6211
media@twistbioscience.com