______________________________________________________________________________________________________
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 4, 2016
____________________________________
GLOBAL BLOOD THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

____________________________________
 
 
 
 
 
Delaware
 
001-37539
 
27-4825712
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
400 East Jamie Court, Suite 101
South San Francisco, CA 94080
(Address of principal executive offices, including zip code)
(650) 741-7700
(Registrant’s telephone number, including area code)

__________________________________
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))
______________________________________________________________________________________________________






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 4, 2016, Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), announced the appointment of Jeffrey Farrow as Chief Financial Officer and principal financial officer of the Company, in each case, effective April 4, 2016. Mr. Farrow will succeed Mr. John Schembri as the Company’s principal financial officer. Mr. Schembri will continue to serve as the Company’s Vice President, Finance and Administration and remain as the Company’s principal accounting officer.
Mr. Farrow, 54, previously served as the Chief Financial Officer of ZS Pharma, Inc., a biopharmaceutical company, from June 2015 to April 2016, which was acquired by AstraZeneca in December 2015. Prior to ZS Pharma, he served as the Chief Financial Officer at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, from July 2010 until May 2015. In addition, Mr. Farrow served as Hyperion’s Secretary from May 2011 to August 2013 and Vice President, Finance from February 2010 to June 2010. From May 2008 to December 2009, Mr. Farrow was Vice President, Finance at Evotec AG, a drug discovery and development company. Prior to Evotec, from January 2004 to May 2008, Mr. Farrow held various positions, with the most recent being Vice President, Finance and Chief Accounting Officer at Renovis, Inc., a drug discovery and development company, which was acquired by Evotec AG in May 2008. Earlier in his career, Mr. Farrow spent seven years working in the audit practice of KPMG LLP. Mr. Farrow holds a B.A. in business administration with a concentration in Corporate Finance from California State University at Fullerton and is a Certified Public Accountant (inactive).
There are no arrangements or understandings between Mr. Farrow and any other person pursuant to which he was appointed as the Company’s Chief Financial Officer or principal financial officer. There are no family relationships between Mr. Farrow and any director or executive officer of the Company, and there are no transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The Company entered into an at-will employment offer letter agreement with Mr. Farrow, dated February 19, 2016 (the “Employment Agreement”), pursuant to which Mr. Farrow initially provided services to the Company as an advisor, beginning on February 22, 2016, and would then become employed as Chief Financial Officer of the Company, effective April 4, 2016 (the “Employment Start Date”). A copy of the Employment Agreement is filed as Exhibit 10.1 to this report on Form 8-K. Effective on the Employment Start Date, in his position as Chief Financial Officer, Mr. Farrow is entitled to receive an annual base salary of $400,000 and is eligible to receive an annual performance bonus, with a target bonus amount of 40% of his annual base salary. Mr. Farrow’s base salary is subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. Pursuant to the Employment Agreement, Mr. Farrow was granted an option to purchase 120,000 shares of the Company’s Common Stock at an exercise price of $14.96 per share, the closing price of the Company’s common stock on the Nasdaq Global Select Market on February 24, 2016, under the Company’s 2015 Stock Option and Incentive Plan (the “Plan”). 25% of the option shares will vest on the first anniversary of the Employment Start Date and the balance will vest in equal quarterly installments over the next three years, subject to Mr. Farrow’s continued service to the Company through each vesting date.
In addition, Mr. Farrow is eligible to participate in the Company’s Change in Control Policy as in effect from time to time. In accordance with the policy’s terms, if Mr. Farrow’s employment is terminated without Cause (as defined in the Plan) or if Mr. Farrow resigns for Good Reason (as defined in the Change in Control Policy) within one year after the closing of a Sale Event (as defined in the Plan), then, subject to his execution of a severance agreement and a general release of claims, Mr. Farrow will receive the following benefits: (a) full acceleration of vesting of his outstanding equity awards under the Plan (as set forth in the Plan); (b) a lump sum equal to nine months of his then-current base salary; (c) a lump sum equal to his then-current target bonus; and (d) if he is participating in the Company group health plan immediately prior to termination and he elects COBRA, a monthly cash payment for nine months equal to the Company’s monthly premium contribution.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete Employment Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
Mr. Farrow will also be entitled to enter into the Company’s standard form of indemnification agreement.




Item 7.01
Regulation FD Disclosure
On April 4, 2016, the Company issued a press release announcing the appointment of Mr. Farrow as Chief Financial Officer and principal financial officer of the Company. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
 
 
 
Exhibit No.
 
Description
10.1
 
Offer Letter by and between the Company and Jeffrey Farrow, dated February 19, 2016
99.1
 
Press Release, dated April 4, 2016








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: April 4, 2016
 
 
 
Global Blood Therapeutics, Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ John Schembri
 
 
 
 
 
 
John Schembri
 
 
 
 
 
 
Vice President, Finance and Administration



Exhibit 10.1

GLOBAL BLOOD THERAPEUTICS, INC.
400 EAST JAMIE COURT, SUITE 101
SOUTH SAN FRANCISCO, CA 94080

February 18, 2016

Jeffrey Farrow



Dear Jeff:

Global Blood Therapeutics, Inc. (the “Company”) is pleased to offer you the following terms:

1. Services. You will provide services to the Company as an advisor and then as an employee. As an advisor, you will provide consulting services and strategic advice to the Company on an as needed basis, provided it is understood and agreed that such advisory services will not interfere with your ability to be a full time employee for another company.

2.     Start Dates. You will commence performing Advisory Services on February 22, 2016 (the “Advisory Services Start Date”) and your employment will commence on April 4, 2016 (the “Employment Start Date”).

3.     Position . Effective on the Employment Start Date, you will become employed as Chief Financial Officer, and you will report to Ted Love. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

4.     Cash Compensation . Effective on the Employment Start Date, the Company will pay you a starting salary at the rate of $400,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition to your salary, you will be eligible to participate in the Annual Performance-Based Cash Incentive Award Program which is based on the achievement of Company performance goals and your personal goals to be set with your manager. Your initial bonus benchmark will be 40% of your annual base salary, prorated in the first year based on the Employment Start Date.

5.     Stock Options. Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase 120,000 shares of the Company’s Common Stock. The exercise price per share will be determined by the Board of Directors or the Compensation Committee when the option is granted which shall be granted within 7 days of the Advisory Services Start Date. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2015 Stock Option and Incentive Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. You will vest in 25% of the option shares on the first anniversary of the Employment Start Date so long as you have provided continuous services to the Company through that date, and the balance will vest in equal quarterly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.
6.     Change in Control . Beginning on the Employment Start Date, you will be eligible to participate in the Company’s Change in Control Policy as in effect from time to time. In accordance with the policy’s terms, which the Company retains the right to amend, revise, change or end at any time, if your employment is terminated without Cause (as defined in the Plan) or you resign for Good Reason (as defined in the Change in Control Policy) within one year after the closing of a Sale Event (as defined in the Plan), you will receive certain benefits provided that you first execute and not revoke a severance agreement including a general release of claims (“Severance Agreement”). Currently those benefits are:

1


(a) full acceleration of vesting of your outstanding equity awards under the Plan (as set forth in the Plan); (b) a lump sum equal to nine months of your then-current base salary; (c) a lump sum equal to your then-current target bonus; and (d) if you are participating in the Company group health plan immediately prior to termination and you elect COBRA, a monthly cash payment for nine months equal to the Company’s monthly premium contribution. This section is not intended to modify the Change in Control Policy and is provided merely as an introductory summary of the policy’s current terms. A copy of the Change in Control Policy will be available from Human Resources upon request after your start date.

7.     Employee Benefits . As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits.  Should you decide to participate in the Company health benefits program, your coverage will begin the first day of the month following your start date. In addition, you will be entitled to 20 days of paid time off in accordance with the Company’s policy.

8.     Employee Confidentiality and Assignment Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Employee Confidentiality and Assignment Agreement, a copy of which is attached hereto as Exhibit A .

9.     Background Check . The Company may conduct a background or reference check (or both). If so, then you agree to cooperate fully in those procedures, and this offer is subject to the Company’s approving the outcome of those checks, in the discretion of the Company.

10.     Employment Relationship . Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, reporting relationship, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

11.     Taxes . All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation.

12.     Interpretation, Amendment and Enforcement . This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company will be governed by California law, excluding laws relating to conflicts or choice of law.
* * * * *
We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on February 19, 2016. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

If you have any questions, please call me at 650-741-7746.

Very truly yours,

/s/ Matthew Krause


2


Matthew Krause
Senior Director Human Resources
GLOBAL BLOOD THERAPEUTICS, INC.

I have read and accept this offer:


/s/ Jeff Farrow            
Jeffrey Farrow


Dated: 2/19/16        

Attachment
Exhibit A: Employee Confidentiality and Assignment Agreement


3


Exhibit 99.1
Global Blood Therapeutics Announces Appointment
of Jeffrey Farrow as CFO

SOUTH SAN FRANCISCO, Calif. – April 4, 2016 – Global Blood Therapeutics, Inc. (GBT) (NASDAQ: GBT), a biopharmaceutical company developing novel therapeutics for the treatment of grievous blood-based disorders with significant unmet needs, today announced the expansion of its management team with the appointment of Jeffrey Farrow as chief financial officer (CFO).

“Jeff’s unique skill sets will be instrumental to GBT as we rapidly advance both GBT440 for the treatment of sickle cell disease and the development of our other pipeline opportunities,” said Ted W. Love, M.D., chief executive officer of GBT. “Jeff has an impressive track record of leading finance, risk management and investor relations for several public biotech companies as they evolved from discovery and development to commercial stage .”

Mr. Farrow previously served as CFO of ZS Pharma, Inc., a biopharmaceutical company focused on developing drugs to treat renal, cardiovascular, liver and metabolic disorders, which was acquired by AstraZeneca in December 2015 for $2.7 billion. Prior to ZS Pharma, he was CFO at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, where he led Hyperion’s initial public offering and follow-on offering and was part of the team responsible for the successful regulatory approval and commercial launch of RAVICTI® for the treatment of urea cycle disorders. He previously served as vice president of finance at Evotec AG, a drug discovery and development company. Prior to Evotec, Mr. Farrow served as vice president of finance and chief accounting officer at Renovis, which was acquired by Evotec AG. Earlier in his career, Mr. Farrow spent seven years working in the audit practice of KPMG LLP. Mr. Farrow holds a B.A. in business administration with a concentration in corporate finance from California State University at Fullerton and is a certified public accountant (inactive).

About Global Blood Therapeutics
Global Blood Therapeutics, Inc. (GBT) is a clinical-stage biopharmaceutical company dedicated to discovering, developing and commercializing novel therapeutics to treat grievous blood-based disorders with significant unmet need. GBT is developing its initial product candidate, GBT440, as an oral, anti-polymerization therapy for sickle cell disease (SCD) and is currently evaluating GBT440 in SCD patients in an ongoing Phase 1/2 clinical trial. GBT is also evaluating GBT440 for the treatment of hypoxemic pulmonary disorders, including idiopathic pulmonary fibrosis, and is engaged in other research and development activities targeted toward hereditary angioedema (HAE). To learn more, please visit www.globalbloodtx.com .

Forward-Looking Statements
Statements we make in this press release may include statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. We intend these forward-looking statements, including statements regarding the therapeutic potential of GBT440 and our ability to receive data to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions


we have made. We can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved, and furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, the risks that our clinical and preclinical development activities may be delayed or terminated for a variety of reasons, that regulatory authorities may disagree with our clinical development plans or require additional studies or data to support further clinical investigation of our product candidate, and that drug-related adverse events may be observed in later stages of clinical development, along with those risks set forth in the prospectus for our initial public offering of common stock that was filed with the U.S. Securities and Exchange Commission (the "SEC") on August 12, 2015, as well as discussions of potential risks, uncertainties and other important factors in our subsequent filings with the SEC. Except as required by law, we assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information:
Joey Fleury (investors)
BrewLife
415-946-1090
investor@globalbloodtx.com
 
Ryan Flinn (media)
BrewLife
415-946-1059
media@globalbloodtx.com
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