NewLink Genetics Corporation (NASDAQ:NLNK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)Election of Director
On March 19, 2018, the Board of Directors (the “Board”) of NewLink Genetics Corporation (the “Company”) appointed Chad A. Johnson as a Class III director of the Company to fill the vacancy of a newly created Class III director seat. Mr. Johnson was elected for a term expiring at the Company’s 2018 annual stockholder’s meeting. The Board also appointed Mr. Johnson to the Company’s Compensation Committee and Nominating and Corporate Governance Committee.
Chad A. Johnson has been General Counsel at Stine Seed Company since May 2017. From May 2015 to April 2017, Mr. Johnson was the Assistant Corporate Secretary and Senior Corporate Counsel for Renewable Energy Group, Inc. (NASDAQ:REGI) the largest supplier of advanced biofuels by volume in North America. In addition to his role as a corporate officer, Mr. Johnson was a senior in-house attorney for the company where he helped advance the company’s strategic expansion into Europe and other merger and acquisition activities, managed the company’s intellectual property portfolio and managed the legal aspects of the company’s securities and public filings. From 2007 – 2015 he spent eight years in roles of increasing responsibility at DuPont Pioneer, a subsidiary of DuPont and a global leading seed and agriculture biotechnology company. In those roles, Mr. Johnson provided legal guidance to a variety of businesses in connection with mergers and acquisitions, strategic collaborations with industry partners and compliance initiatives. Mr. Johnson is admitted to practice law in the state of Iowa and before the United States Patent and Trademark Office. Mr. Johnson graduated from Iowa State University with a Master of Science in Crop Production and Physiology and received his J.D. from Drake University Law School.
In connection with Mr. Johnson’s appointment, on March 20, 2018, the Company granted Mr. Johnson options under the Company’s Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”) to purchase 48,324 shares of the Company’s common stock, at an exercise price of $7.07 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on the date of the grant. The equity awards granted to Mr. Johnson will vest as follows: (i) one-third of the shares subject to the options will vest on the one-year anniversary of the grant date and the remaining two-thirds of the shares will vest in a series of 24 successive equal monthly installments thereafter. The vesting of the options assume Mr. Johnson’s continued service to the Company as of each such date. The options are subject to the terms and conditions of the 2009 Plan, which is filed as Exhibit 10.6 to the Company’s Form S-1 filed with the Securities and Exchange Commission on December 21, 2010.
In connection with his appointment to the Board, Mr. Johnson and the Company entered into an Indemnity Agreement in the same form as has previously been entered into with the Company’s other directors. The Indemnity Agreement will provide indemnity to Mr. Johnson against liabilities incurred in the performance of his duties to the maximum extent permitted by Delaware corporate law and the Company’s Bylaws. The Company’s form of Indemnity Agreement is filed as Exhibit 10.11 to the Company’s Form S-1/A filed on November 8, 2011.
The press release announcing the appointment of Mr. Johnson to the Company’s Board is attached as Exhibit 99.1 to this report.
Section9 – Financial Statements and Exhibits
Item 9.01.FinancialStatements and Exhibits.
(d) Exhibits.
NEWLINK GENETICS CORP ExhibitEX-99.1 2 nlnk-20180321x8kxex991.htm PRESS RELEASE Exhibit Exhibit 99.1NewLink Genetics Appoints Chad A. Johnson to Board of Directors AMES,…To view the full exhibit click here
About NewLink Genetics Corporation (NASDAQ:NLNK)
NewLink Genetics Corporation is a biopharmaceutical company focused on discovering, developing and commercializing immunotherapeutic products for cancer treatment. The Company’s portfolio includes biologic and small-molecule immunotherapy product candidates for a range of oncology indications. Its biologic product candidates are based on its HyperAcute immunotherapy technology platform, which is designed to stimulate the human immune system. Algenpantucel-L is its clinically advanced product candidate for patients with pancreatic cancer. Its additional HyperAcute cellular HyperAcute Cellular Immunotherapy product candidates in clinical development include tergenpumatucel-L and dorgenmeltucel-L for patients with advanced lung cancer and melanoma. It has two small-molecule product candidates in clinical development: GDC-0919 and indoximod. These product candidates are indoleamine-2, 3-dioxygenase (IDO) pathway inhibitors and focus on breaking the immune system’s tolerance to cancer.
