Applied Molecular Transport Inc. (Form: 8-K, Received: 01/27/2022 17:09:57)

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): January 27, 2022

APPLIED MOLECULAR TRANSPORT INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39306

81-4481426

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

450 East Jamie Court

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 392-0420

(Registrant’s 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 (see General Instruction A.2. below):

☐	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	Name of exchange on which registered
Common Stock, par value $0.0001 per share	AMTI	The Nasdaq Stock Market LLC

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 Principal Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2022, the board of directors of Applied Molecular Transport Inc. (the “Company”) appointed current director, Graham Cooper, to the role of executive chair of the board.

Mr. Cooper joined our board in February 2020. From March 2018 until April 2019, Mr. Cooper served as the Chief Operating Officer and Chief Financial Officer of Assembly Biosciences, Inc. Mr. Cooper previously served as the Chief Financial Officer of Receptos, Inc. (now a subsidiary of Bristol-Myers Squibb Co.) from February 2013 until its acquisition by Celgene Corporation in August 2015 and Chief Financial Officer of Geron Corporation from January 2012 to December 2012. From May 2006 until March 2011, Mr. Cooper served as Chief Financial Officer of Orexigen Therapeutics, Inc. Prior to that, Mr. Cooper held roles of increasing responsibility at Deutsche Bank Securities, an investment bank, from August 1997 to February 2006, including Director, Health Care Investment Banking. He began his career as an accountant at Deloitte & Touche and was previously a C.P.A. Mr. Cooper currently serves on the board of directors of several public biotechnology companies: Beam Therapeutics Inc. since October 2019, Kezar Life Sciences, Inc. since October 2017, and Unity Biotechnology, Inc. since April 2017. From September 2013 to March 2016, Mr. Cooper served as a member of the board of directors of Celladon Corporation (now a subsidiary of Eiger BioPharmaceuticals, Inc.). Mr. Cooper holds a B.A. in Economics from the University of California, Berkeley and an M.B.A. from the Stanford Graduate School of Business.

The Company and Mr. Cooper entered into an Executive Chair Letter Agreement dated January 27, 2022, governing the terms of Mr. Cooper’s appointment as executive chair in which Mr. Cooper will focus on the Company’s overall strategic initiatives and board governance matters. Mr. Cooper’s compensation will consist of a stock option grant of 300,000 shares, which will vest monthly. If Mr. Cooper’s role as executive chair is terminated inside the 12-month change in control period either by the Company other than for “cause,” death or “disability” or by Mr. Cooper due to a “constructive termination,” Mr. Cooper will receive 100% acceleration of any unvested time-based equity awards that he receives for his service as executive chair. Given his appointment as executive chair, Mr. Cooper will no longer be an independent director, and he will no longer receive any separate compensation that he previously received as a non-employee director of the board. The foregoing description of the Executive Chair Letter Agreement is only a summary and is qualified in its entirety by the terms of the letter, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.

There are no arrangements or understandings between Mr. Cooper and any other persons pursuant to their respective appointments, no family relationships between Mr. Cooper and any director or executive officer of the Company, and Mr. Cooper does not have a direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with Mr. Cooper’s appointment to executive chair, Mr. Cooper will no longer serve on the audit or compensation committees of the board.

(d) Election of New Directors.

On January 27, 2022, the board also increased the size of the board from seven members to eight members and appointed John W. Smither to serve as a Class II director on the board for a term expiring at the 2022 annual meeting of the Company’s stockholders. Mr. Smither also was appointed to chair the audit committee of the board, and he has been determined by the board to be an independent, non-employee member of the board.

Mr. Smither has served as chair of the audit committee on the board of directors of eFFECTOR Therapeutics, Inc. and its predecessor entity since March 2018. Mr. Smither most recently served as the chief financial officer of Arcutis Biotherapeuctic, Inc. from May 2019 to March 2021 where he was responsible for all financial aspects including leading the Company’s successful initial public offering and two follow-on financings. Previously, Mr. Smither was the chief financial officer at Sienna Biopharmaceutics in January 2016 to April 2017, and again in April 2018 to March 2019. He also served as the interim chief financial officer at Kite Pharma, a Gilead Company from November 2017 through April 2018, and was the chief financial officer of Unity Biotechnology. He also served as chief financial officer at Kythera Biopharmaceuticals, where he was responsible for all financial activities during early clinical stage through approval and launch, led private fundraising rounds, prepared the company for its successful initial public offering in October 2012, and oversaw its acquisition by Allergan for approximately $2.1 billion. At Amgen, he held several financial positions of increasing responsibility, including vice president of finance and administration for Amgen’s European operations in 28 countries, and also served as Executive Director, Corporate Accounting. From December 2013 to May 2020, Mr. Smither served as a member of the board of directors of Achaogen, Inc., and was its chair of the audit committee, and a member of the compensation committee. Mr. Smither began his career at Ernst & Young, where he was audit partner and held certification as a Certified Public Accountant (inactive). He holds a B.S. in accounting, with honors, from California State University at Los Angeles.

Mr. Smither will receive standard compensation, including cash compensation and option grants available to non-employee directors pursuant to the Company’s director compensation policy. In addition, Mr. Smither has entered into the Company’s standard indemnification agreement.

There are no arrangements or understandings between Mr. Smither and any other persons pursuant to their respective appointments, no family relationships between Mr. Smither and any director or executive officer of the Company, and Mr. Smither does not have a direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01

Other Events.

In addition to the changes mentioned above, the board appointed Helen Kim as lead independent director of the board. Ms. Kim was formerly the independent chair of the board.

As a result of the changes referenced above, the committee composition of the board will consist of the following:

Audit Committee

John Smither, Chair; Helen Kim; and Aaron VanDevender

Compensation Committee

David Lamond, Chair; and Holly Shachner, M.D.

Nominating and Corporate Governance Committee

David Lamond, Chair; Holly Shachner, M.D.; and Aaron VanDevender

Attached to this Form 8-K is a press release regarding the appointment of Mr. Cooper as executive chair and Mr. Smither as a director of the Company and chair of the audit committee. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Executive Chair Letter Agreement between the Company and Graham Cooper, dated January 27, 2022

99.1		Press Release, dated January 27, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


APPLIED MOLECULAR TRANSPORT INC.

By:		/s/ Tahir Mahmood
		Tahir Mahmood, Ph.D.
		Co-Founder and Chief Executive Officer

Date: January 27, 2022

Exhibit 10.1

LOGO

450 East Jamie Court

South San Francisco, CA 94080

January 25, 2022

Graham Cooper

RE:

Appointment as Executive Chairman of Applied Molecular Transport Inc.

Dear Graham,

This Letter of Agreement (this “Agreement”) confirms your appointment as Executive Chairman of Applied Molecular Transport Inc. (the “Company”) and your continued service as a member of the Company’s Board of Directors (the “Board”). Your appointment as Executive Chairman of the Company is subject to approval by the Board. This Agreement sets out the duties, terms of appointment and remuneration of the Executive Chairman position. By accepting the appointment, you confirm that you are not subject to any restrictions or non-compete agreements which prevent you from holding office as an executive officer of the Company.

1.	DUTIES

Your duties as Executive Chairman shall include the following:

Time Commitment. We anticipate that you will spend approximately 2 days per week on work as Executive Chairman for the Company. By accepting this appointment, you confirm that you are able to allocate sufficient time to the Company to discharge your responsibilities effectively.

Strategic Initiatives. Working with the Board and the Company’s Chief Executive Officer (“CEO”) to develop and execute the strategy for the Company’s future growth, including identifying and developing opportunities for value-enhancing strategic partnerships.

Meetings. Together with the Lead Independent Director, scheduling Board meetings and setting the agenda for Board meetings. Except with respect to executive sessions of independent directors, presiding over meetings of the Board and assuming principal responsibility for the Board’s operation and functioning.

Leadership. Ensuring that Board functions are effectively carried out and, where functions have been delegated to Board Committees, that the results are reported to the Board. Taking all reasonable steps to ensure that Board decisions are implemented.

Communication with the Lead Independent Director. Engaging with the Lead Independent Director to debrief on decisions reached and suggestions made at meetings or executive sessions of independent directors. Engaging with the Lead Independent Director to facilitate communication between management and the independent directors.

Graham Cooper

January 25, 2022

Page 2

Relationship with Management. Acting as principal liaison between the directors and the CEO and taking all reasonable steps to ensure that the expectations of the Board towards management are clearly expressed, understood and respected. Working with the CEO to ensure the Company’s operations are effectively conducted and that the Company has strong, productive relationships with shareholders, analysts and other stakeholders. Working with the CEO to ensure management strategies, plans and performance are appropriately represented to the Board. Together with the Chairman of the Board’s Corporate Governance and Nominating Committee, conducting an annual performance evaluation of the CEO with input from the Lead Independent Director.

2.	POSITIONS

Subject to the Board’s approval of the terms of this Agreement, your appointment as Executive Chairman is at-will. Accordingly, you may terminate your position as Executive Chairman with the Company at any time and for any reason whatsoever simply by notifying the Board. Likewise, the Board may terminate your appointment as Executive Chairman at any time and for any reason, with or without cause or advance notice.

You shall continue to serve as a non-independent member of the Board for the remainder of your current term and until your successor shall have been duly elected and qualified.

FEES

Option Grant. Following execution of this Agreement and subject to Board approval, the Company shall grant you stock options to purchase 300,000 shares of common stock of the Company at a price equal to the fair market value on the date of grant (“Options”). The Options shall have a vesting commencement date of February 1, 2022, and shall vest in equal monthly increments over a four-year period, provided you continue to serve as Executive Chairman. The Options shall be granted in accordance with the terms of the Company’s 2020 Equity Incentive Plan and the Company’s standard stock option agreement. If you cease to serve as Executive Chairman for any reason, any unvested Options shall be immediately forfeited.

Expenses. The Company will reimburse you for all reasonable travel and out-of-pocket expenses that you incur in performing the services pursuant to this Agreement, provided that you submit such expenses and receipts for such expenses to the Company in accordance with Company’s standard expense reimbursement policy.

Graham Cooper

January 25, 2022

Page 3

Director and Other Compensation. As an executive officer of the Company, you acknowledge that you will no longer be entitled to compensation in accordance with the Company’s Outside Director Compensation Policy. You further acknowledge that other than the Options and the reimbursement of reasonable expenses, you will not be entitled to any other compensation from the Company, and you will not be entitled to participate in any other benefits generally offered to the Company’s full-time executive officers including health insurance benefits, participation in the Company’s Executive Incentive Compensation Plan, and the Company’s Senior Executive Change in Control and Severance Policy.

Change in Control.

If your employment with the Company is terminated by the Company without “Cause” (excluding by reason of your death or “Disability”) or by you as a result of a “Constructive Termination”, in either case, within the “Change in Control Period”, 100% of your then-unvested Company equity awards that you receive during the course of your employment with the Company will fully vest and become exercisable, subject to and effective upon you signing and not revoking a release of claims in a form provided by the Company within 60 days following your termination date. For the avoidance of doubt, your Company equity awards that are outstanding prior to the date of this letter will be subject to vesting acceleration in accordance with their existing terms.

If, in connection with a “Change in Control,” you have or could receive payments or benefits (the “Payments”) that would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and otherwise would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments will be subject to terms and conditions that are at least as favorable as those terms and conditions applicable to the Company’s other senior executive officers in connection with such Change in Control. Capitalized terms used in this Section 3(d) will have the meaning ascribed to them in the Company’s Senior Executive Change in Control and Severance Policy as in effect as of the date hereof, unless otherwise specifically defined in this Agreement.

4.	OUTSIDE INTERESTS

It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. If you become aware of any potential conflicts of interest, you shall immediately disclose such conflicts to the Company’s CEO and General Counsel. In addition, as the Executive Chairman you acknowledge that you will be subject to the Company’s more restrictive conflict of interest restrictions under the Company’s Code of Business Conduct which will prohibit you from performing services as a director, advisor, employee, agent or contractor for a customer, a supplier or any other entity that has a business relationship with the Company or is a competitor, or may be deemed a competitor, without approval from the Company.

Graham Cooper

January 25, 2022

Page 4

5.	CONFIDENTIALITY

As a condition of your employment, you will be required to abide by the Company’s policies and procedures and execute and abide by the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (“Confidentiality Agreement”). In your work for the Company, you will be expected to not make any unauthorized use of, or disclose, the confidential information or materials, including trade secrets, of any former employer or other third party to whom you owe an obligation of confidentiality. Rather, you will be expected to use only that information generally known and used by persons with training and experience comparable to your own, which information is common knowledge in the industry or otherwise legally available in the public domain, or which is otherwise provided or developed by the Company. By signing below, you are representing to us that you will be able to perform your duties within the guidelines described in this paragraph. You represent further that you have disclosed to the Company any contract you have signed or other relationship that you have, in each case, that may restrict your activities on behalf of the Company in any manner as set forth in this Agreement.

6.	OTHER PROVISIONS

This Agreement, together with your Confidentiality Agreement and any plans or agreements governing any outstanding stock options granted or to be granted to you by the Company under its equity plans and the applicable stock option agreement thereunder, form the complete and exclusive statement of your agreement with the Company concerning this offer, and supersede any other representations or promises made to you by any party, whether oral or written. The terms of the Agreement cannot be changed other than by a written agreement signed by you and a duly authorized officer of the Company. This Agreement is to be governed by the laws of the state of California without reference to its conflicts of law principles. In case any provision contained in this Agreement shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability will not affect the other provisions of this Agreement, and such provision will be construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this Agreement, no waiver of any right hereunder will be effective unless it is in writing.

This Agreement may be executed in more than one counterpart, and signatures transmitted electronically will be deemed equivalent to originals.

[Signature Page follows]

Graham Cooper

January 25, 2022

Page 5

Please signify your acceptance of the terms of this Agreement by signing and returning to me the enclosed duplicate copy of this Agreement.

Yours sincerely,

Applied Molecular Transport Inc.

/s/ Tahir Mahmood

Tahir Mahmood, CEO

ACCEPTANCE:

/s/ Graham Cooper

Graham Cooper

Date: 1/27/2022

Exhibit 99.1

LOGO

Applied Molecular Transport Announces Board Appointments

John W. Smither Appointed to its Board of Directors and Named Audit Committee Chair

Graham K. Cooper Named Executive Chair

Helen S. Kim Named Lead Independent Director

SOUTH SAN FRANCISCO, Calif., January 27, 2022 — Applied Molecular Transport Inc. (Nasdaq: AMTI) (AMT), a clinical-stage biopharmaceutical company, today announced the appointment of John W. Smither to its Board of Directors and Chair of its Audit Committee. AMT also announced that current Director, Graham K. Cooper, has been named Executive Chair and current Director, Helen S. Kim, has been named Lead Independent Director.

“We are delighted to have John join AMT’s Board of Directors,” said Tahir Mahmood, Ph.D., chief executive officer and co-founder of AMT. “John is a recognized industry leader whose extensive financial and corporate strategy experience will be instrumental as we anticipate four significant Phase 2 top-line data readouts for oral AMT-101 this year, in addition to advancing our transformative pipeline of novel biological therapeutics.”

Dr. Mahmood continued, “I am also pleased that Graham will be assuming the role of Executive Chair and Helen will be assuming the role of Lead Independent Director. Both Graham and Helen have been invaluable AMT Board members and their tremendous breadth and depth of experience in our space will continue to be critical to the future growth of AMT. I look forward to working alongside Graham as we scale AMT.”

Mr. Smither added, “I am delighted to join the AMT Board of Directors during such a significant year for the company. I look forward to contributing to AMT’s future success and working with the other Board members, as AMT continues to execute on the vision of delivering novel oral biologic product candidates to treat autoimmune, inflammatory, metabolic, and other diseases.”

Mr. Smither most recently served as chief financial officer of Arcutis Biotherapeutics, Inc. Prior to Arcutis, Mr. Smither was chief financial officer for Sienna Biopharmaceuticals. Prior to joining Sienna Biopharmaceuticals, Mr. Smither was interim chief financial officer for Kite Pharma during its integration with Gilead, and prior to that, was chief financial officer at Unity Biotechnology. Earlier, he served as chief financial officer of Kythera Biopharmaceuticals, Inc. until it was acquired by Allergan for $2.1 billion. Mr. Smither also served in various roles at Amgen, including vice president of finance and administration for Amgen’s European Division, head of internal audit, and executive director of corporate accounting. Prior to joining Amgen, he served as an audit partner at Ernst & Young LLP, a public accounting firm. He also served on the Board of Directors and Audit Committee Chairman of Achaogen, Inc., and currently serves on the Board of Directors and Audit Committee Chair of eFFECTOR Therapeutics.

Mr. Smither holds a Bachelor of Science in Business Administration from California State University, Los Angeles. Mr. Smither is a Certified Public Accountant (inactive) and a member of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants and Financial Executives International.

LOGO

About AMT-101

AMT-101 is a novel GI-selective, oral fusion of hIL-10 and AMT’s proprietary carrier molecule, currently in development in four Phase 2 clinical trials in inflammatory bowel diseases and rheumatoid arthritis. AMT-101 is designed to cross the intestinal epithelial (IE) barrier with limited entry into the bloodstream, thereby focusing hIL-10 at the primary site of inflammation for UC and potentially avoiding the side effects observed with systemic administration. By design, AMT-101 is actively transported through the IE barrier into the GI tissue, the primary site of inflammation in UC.

About Applied Molecular Transport Inc.

Applied Molecular Transport Inc. is a clinical-stage biopharmaceutical company leveraging its proprietary technology platform to design and develop a pipeline of novel oral biologic product candidates to treat autoimmune, inflammatory, metabolic, and other diseases. AMT’s proprietary technology platform allows it to exploit existing natural cellular trafficking pathways to facilitate the active transport of diverse therapeutic modalities across the intestinal epithelial (IE) barrier. Active transport is an efficient mechanism that uses the cell’s own machinery to transport materials across the IE barrier. AMT believes that its ability to exploit this mechanism is a key differentiator of its approach. AMT is developing additional oral biologic product candidates in patient-friendly oral forms that are designed to either target local intestinal tissue or enter systemic circulation to precisely address the relevant pathophysiology of disease.

AMT’s headquarters, internal GMP manufacturing and lab facilities are located in South San Francisco, CA. For additional information on AMT, please visit www.appliedmt.com.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release are forward-looking statements including statements relating to AMT’s plans, expectations, forecasts and future events. Such forward-looking statements include, but are not limited to, the potential of, and expectations regarding AMT’s technology platform and AMT’s internal manufacturing capabilities, statements regarding the optimization or expansion of our product development plans or the design of future clinical trials, statements regarding the potential of AMT-101, AMT-126, AMT’s respiratory carrier technology or regarding AMT-101 and AMT-126 clinical trials, including the timing of data readouts from such trials and program updates, milestones for such trials, and our ability to replicate past clinical development strategies, statements regarding the potential for AMT’s product candidates to treat or provide clinically meaningful outcomes for certain medical conditions or diseases, and assumptions regarding the biological mode of action of our product candidates and the potential to avoid side effects with our product candidates. In some cases, you can identify forward-looking statements by terminology such as “believe,” “estimate,” “intend,” “may,” “plan,” “potentially,” “will,” “expect,” “enable” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Actual events, trends or results could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements based on various factors. Information regarding the foregoing and additional

LOGO

risks may be found in the section entitled “Risk Factors” in AMT’s Annual and Quarterly Reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission (the “SEC”), and AMT’s future reports to be filed with the SEC. These forward-looking statements are made as of the date of this press release, and AMT assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.

Investor Relations Contact:

Andrew Chang

Head, Investor Relations & Corporate Communications

achang@appliedmt.com

Media Contacts:

Alexandra Santos

Wheelhouse Life Science Advisors

asantos@wheelhouselsa.com

Aljanae Reynolds

Wheelhouse Life Science Advisors

areynolds@wheelhouselsa.com