Kadmon Holdings, Inc. (NYSE:KDMN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Kadmon Holdings, Inc. (NYSE:KDMN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Election of Directors

On January 23, 2019, Kadmon Holdings, Inc. (the “Company”) announced the appointment of Cynthia Schwalm to its Board of Directors (the “Board”). Ms. Schwalm has extensive pharmaceutical industry experience, having held management roles at Johnson & Johnson, Amgen and Eisai, and most recently served as President and CEO of Ipsen North America. Ms. Schwalm has been appointed to serve for a term expiring at the Company’s 2019 Annual Meeting of Stockholders and until her successor has been elected and qualified, or until her earlier resignation or removal.

Consistent with the Company’s non-executive director compensation policy, Ms. Schwalm will receive an annual retainer of $40,000 per annum, which will be prorated from the date of Ms. Schwalm’s appointment to the Board. In addition, Ms. Schwalm has been granted an option to purchase 64,935 shares of the Company’s common stock at an exercise price of $2.27 per share, the closing market price of the Company’s common stock on the date of grant, which shall vest in equal annual installments over three years.

There are no arrangements or understandings between Ms. Schwalm and any other person to which Ms. Schwalm was selected as a director, and there are no transactions in which the Company is a party and in which Ms. Schwalm has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 5.02

Regulation FD Disclosure

On January 23, 2019, the Company issued a press release announcingMs. Schwalm’s appointment to the Board.

The information in this Item 5.02, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 5.02 shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, or into any filing or other document to the Exchange Act, except as otherwise expressly stated in any such filing.

The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02

Financial Statements and Exhibits.

(d) Exhibits

Kadmon Holdings, Inc. Exhibit
EX-99.1 2 kdmn-20190123xex99_1.htm EX-99.1 99.1 Schwalm Board Election   Exhibit 99.1  Kadmon Announces Appointment of Cynthia Schwalm to Board of Directors  NEW YORK,…
To view the full exhibit click here

About Kadmon Holdings, Inc. (NYSE:KDMN)

Kadmon Holdings, Inc. is an integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address disease areas of various unmet medical needs. The Company is developing product candidates in a number of indications within autoimmune and fibrotic disease, oncology and genetic diseases. Its product pipeline consists of KD025, Tesevatinib and KD034. The Company’s other products include Ribasphere RibaPak, Ribasphere, Qsymia, Tetrabenazine and Valganciclovir. KD025 is an orally available, selective small molecule inhibitor of Rho-associated coiled-coil kinase 2 (ROCK2), a molecular target in multiple autoimmune, fibrotic and neurodegenerative diseases. Tesevatinib is an oral tyrosine kinase inhibitor (TKI) designed to block key molecular drivers of tumor growth, metastases and drug resistance. KD034 is the Company’s portfolio of enhanced formulations of trientine hydrochloride for the treatment of Wilson’s disease.

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