Bellicum Pharmaceuticals, Inc. (NASDAQ:BLCM) Files An 8-K Entry into a Material Definitive Agreement

On January 17, 2020, Bellicum Pharmaceuticals, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with The University of Texas M.D. Anderson Cancer Center (“M.D. Anderson”), in connection with the sale of certain assets of the Company. to the Purchase Agreement, the Company agreed to sell to M.D. Anderson certain assets and liabilities relating to the Company’s biomanufacturing facility and related laboratories and office space located at 2130 W. Holcombe Blvd., Houston, Texas 77030 (the “Facility”), for a purchase price of $15.0 million, payable in cash upon closing, less $1.5 million to be held in escrow for up to 18 months after the closing of the transaction (the “Asset Sale”).

The closing of the Asset Sale is contingent upon, among other things, (a) the Board of Regents of the University of Texas System’s approval of the transaction, (b) the entry into a Master Services Agreement, by and between the Company and M.D. Anderson, to which M.D. Anderson will provide the Company with certain clinical supply services, (c) completion of an on-site inspection of the Facility by certain regulatory entities, (d) the Company obtaining consent from the landlord of the Facility, and (e) the satisfaction of customary terms and conditions, including adjustment to the purchase price and provisions that require the Company to indemnify M.D. Anderson for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreement and certain other matters. The closing of the Asset Sale is expected to occur on or before February 21, 2020.

The foregoing description of the Purchase Agreement and the Asset Sale is only a summary and is qualified in its entirety by reference to the Purchase Agreement. The Company intends to file a copy of the Purchase Agreement as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2019.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 15, 2020, the “Company held a Special Meeting of Stockholders (the “Special Meeting”). As of November 22, 2019, the record date for the Special Meeting, 49,924,719 shares of Common Stock were outstanding and entitled to vote at the Special Meeting. A summary of the matters voted upon by stockholders at the Special Meeting is set forth below.

A total of 38,788,219 shares of Common Stock were present at the meeting in person or by proxy, which represents approximately 77.7% of the shares of common stock outstanding as of the record date for the Special Meeting. The final voting results are as follows:

Proposal 1. Approval of the Reverse Stock Split

The Company’s stockholders approved a series of alternate amendments to the Certificate of Incorporation, to effect, at the discretion of the Board: (i) a reverse split of Common Stock, whereby each outstanding 5, 6, 7, 8, 9 or 10 shares of Common Stock would be combined and converted into one share of Common Stock; and (ii) for reverse splits in the range of 1-for-5 to 1-for-10, a reduction in the number of authorized shares of Common Stock from 200,000,000 to 80,000,000, 66,666,667, 57,142,858, 50,000,000, 44,444,445 or 40,000,0000 shares, respectively. The final voting results are as follows:

Proposal 2. Approval of the Increase in the Number of Authorized Shares of Common Stock

The Company’s stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 400,000,000. The final voting results are as follows:

Proposal 3. Approval of the Amendment to the Company’s 2019 Equity Incentive Plan

The Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan to, among other things, increase the number of shares of Common Stock authorized for issuance under the 2019 Equity Incentive Plan by 6,000,000 shares (before any adjustment for any reverse stock split). The final voting results are as follows:

Proposal 4. Approval of the Adjournment of the Special Meeting

The Company’s stockholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals. The final voting results are as follows:

About Bellicum Pharmaceuticals, Inc. (NASDAQ:BLCM)

Bellicum Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on discovering and developing cellular immunotherapies for various forms of cancer, including hematological cancers and solid tumors, as well as orphan inherited blood disorders. The Company uses its chemical induction of dimerization (CID) technology platform to engineer and then control components of the immune system. The Company is developing next-generation product candidates in the areas of cellular immunotherapy, including hematopoietic stem cell transplantation (HSCT), chimeric antigen receptors (CAR) T cells therapy and T-cell receptor (TCR) cell therapies. The Company’s product candidates include BPX-501, BPX-401, BPX-601 and BPX-701. BPX-501 is an adjunct T cell therapy for allogeneic hematopoietic stem cell transplantation. The Company’s CID-based technologies include CaspaCIDe, CIDeCAR and GoCAR-T.