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

Election of Directors

On February 7, 2019, Kadmon Holdings, Inc. (the “Company”) announced the appointment of David E. Cohen, M.D., MPH, to its Board of Directors (the “Board”). Dr. Cohen has held a variety of positions at the New York University School of Medicine, including as Chief of Allergy and Contact Dermatitis, Vice Chairman of Clinical Affairs, Director of Occupational and Environmental Dermatology, and the Charles C. and Dorothea E. Harris Professor of Dermatology. Dr. Cohen has been appointed to serve for a term expiring at the Company’s 2019 Annual Meeting of Stockholders and until his successor has been elected and qualified, or until his earlier resignation or removal.

Consistent with the Company’s non-executive director compensation policy, Dr. Cohen will receive an annual retainer of $40,000 per annum, which will be prorated from the date of Dr. Cohen’s appointment to the Board. In addition, Dr. Cohen 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 Dr. Cohen and any other person to which Dr. Cohen was selected as a director, and there are no transactions in which the Company is a party and in which Dr. Cohen has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

On February 7, 2019, the Company issued a press release announcingDr. Cohen’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.

(d) Exhibits

Kadmon Holdings, Inc. Exhibit
EX-99.1 2 kdmn-20190207xex99_1.htm EX-99.1 991 Cohen Board Election   Exhibit 99.1  Kadmon Announces Appointment of David E. Cohen,…
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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.