Oncobiologics, Inc. (NASDAQ:ONS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Accordingly, on the recommendation of the sole remaining member of the Nominating and Governance Committee, on April 12, 2018, the Board appointed Ralph H. “Randy” Thurman to serve as a Class III director to serve the remainder of Mr. Canute’s term, e.g., until the Company’s 2019 Annual Meeting of Stockholders, and reappointed Yezan Haddadin to serve as a Class I director for the remainder of Mr. Albrecht’s term, e.g., until the Company’s 2020 Annual Meeting of Stockholders, in each case until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Such appointments were effective as of April 13, 2018. The Board also appointed Mr. Thurman to fill Mr. Canute’s roles as member of the Board’s Nominating and Corporate Governance Committee and as Chairman of the Compensation Committee, and Mr. Haddadin to fill Mr. Albrecht’s role as a member of the Board’s Nominating and Corporate Governance Committee.
Mr. Haddadin was renominated to fill the vacancy, and reappointed to the vacancy created by Mr. Albrecht’s departure, to that certain Investor Rights Agreement dated as of September 11, 2017, by and between the Company and GMS Tenshi Holdings Pte. Limited (“GMS Tenshi”), to which GMS Tenshi has certain contractual rights to appoint directors based on its percentage ownership of the Company’s outstanding common stock on a fully diluted as-converted basis, as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 11, 2017.
There are no family relationships among Mr. Thurman, Mr. Haddadin, and any director or executive officer of the Company.
Mr. Thurman will be compensated to the Company’s non-employee director compensation policy (the “Policy”), as adopted in January 2016. Under the Policy, Mr. Thurman will receive an annual retainer of $35,000 for his service as a director, $10,000 for his service as Chairman of the Compensation Committee, $5,000 for his service as a member of the Board’s Compensation Committee, and $4,000 for his service as a member of the Board’s Nominating and Corporate Governance Committee, payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, pro-rated based on the days served in the applicable fiscal quarter. In addition, to the Policy, on April 13, 2018, Mr. Thurman was granted a stock option to purchase 25,000 shares of the Company’s common stock, which vests 33.33% on the first, second and third anniversaries of the grant date, such that 50% of the shares underlying the option shall be vested in full on the three-year anniversary of the grant date, subject to his providing continued services through such date. Mr. Haddadin waived all compensation under the Policy. The Company also entered into its standard form of indemnity agreement with each of Mr. Thurman and Mr. Haddadin, which agreement is filed as Exhibit 10.12 to the Company’s registration statement on Form S-1 (File No. 333-209011) filed with the SEC on January 15, 2016.
On April 17, 2018, the Company issued a press release announcing the resignations of Mr. Canute and Mr. Albrecht and the appointments of Mr. Thurman and Mr. Haddadin, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated April 17, 2018. |
Oncobiologics, Inc. ExhibitEX-99.1 2 tv491176_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release Oncobiologics Appoints Randy Thurman to Board of Directors Cranbury,…To view the full exhibit click here
About Oncobiologics, Inc. (NASDAQ:ONS)
Oncobiologics, Inc. is a clinical-stage biopharmaceutical company. The Company focuses on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. It focuses on monoclonal antibodies (mAbs) in the disease areas of immunology and oncology. The Company’s BioSymphony Platform focuses on developing and commercializing mAb biosimilars. The Company is developing a portfolio of approximately eight mAb biosimilars. The Company has advanced two product candidates into clinical trials: ONS-3010 and ONS-1045. ONS-3010 is a Phase III-ready biosimilar to adalimumab (Humira). ONS-1045 is a Phase III-ready biosimilar to bevacizumab (Avastin). The Company has identified multiple other biosimilar product candidates, including approximately six candidates that are in preclinical development. ONS-1050 is its trastuzumab (Herceptin) biosimilar. Its other product candidates include ONS-4010, ONS-1055, ONS-3030, ONS-3035 and ONS-3040.