Pfenex Inc. (NYSEMKT:PFNX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Chief Executive Officer and Director
On January 23, 2017, Dr.BertrandC. Liang submitted a letter to
the Board of Directors (the Board) of Pfenex Inc. (the Company)
resigning from all officer positions and as a member of the
Board, effective immediately on such date. Following his
resignation, the Board reduced the size of the Board to five
directors.
In connection with Dr.Liangs resignation, the Company and
Dr.Liang entered into a separation agreement and release (the
Separation Agreement) on January 23, 2017. The Separation
Agreement provides, as consideration for a full release of all
claims related to Dr.Liangs employment, the continuation of
payments of his base salary for twelve months from the date of
his resignation and the reimbursement of any payments associated
with maintaining benefits under the Companys health insurance
plans for a period of twelve months. In addition, the Company
entered into a consulting agreement (the Consulting Agreement)
with Dr.Liang to which he agreed to provide transition consulting
services at a rate of $10,000 per month for a period of up to
twelve months. Equity incentive awards held by Dr.Liang will
continue to vest and remain exercisable in accordance with their
terms during Dr.Liangs consultancy. The foregoing information is
a summary of select terms from the Separation Agreement and the
Consulting Agreement, is not complete, and is qualified in its
entirety by reference to the full text of each such agreement,
copies of which are attached as exhibits to this Current Report
on Form 8-K.
Appointment of Interim Chief Executive Officer
Effective as of January 23, 2017, the Board appointed Patrick K.
Lucy to serve as the Companys Interim Chief Executive Officer,
President, and Secretary. Mr. Lucy, age 49, has served as the
Companys Chief Business Officer since 2014. Mr. Lucy previously
served as the Companys Vice President of Business Development and
Marketing between 2009 and 2014. Prior to joining the Company,
Mr. Lucy held the position of Director of Business Development at
DowPharma, a business within The Dow Chemical Company, a
chemicals manufacturer, from 2002 to 2009. From 1999 to 2002, he
held the position of Director of Business Development at
Collaborative BioAlliance, Inc., a biotechnology company, which
was acquired by The Dow Chemical Company. From 1998 to 1999, Mr.
Lucy worked as a Validation Manager and Capital Project Manager
and from 1996 to 1998, as a Quality Control Biochemistry
Supervisor at Lonza Biologics Inc., a chemicals and biotechnology
company. From 1991 to 1996, Mr. Lucy held various positions at
Repligen Corporation, a life sciences company. Mr. Lucy holds a
Bachelors degree in Biology from Villanova University.
No new compensatory arrangements were entered into with Mr.Lucy
in connection with his appointment as Interim Chief Executive
Officer, President, and Secretary.
Mr.Lucy has no direct or indirect material interest in any
transaction required to be disclosed to Item404(a) of Regulation
S-K promulgated under the Securities Exchange Act of 1934, as
amended, nor are any such transactions currently proposed. There
is no arrangement or understanding between Mr.Lucy or any other
person to which Mr.Lucy was selected as an officer. There are no
family relationships between Mr.Lucy and any of the Companys
directors or executive officers.
Item7.01 Regulation FD Disclosure.
The Company issued a press release in connection with the
leadership transition described above, a copy of which is
furnished as Exhibit 99.1 to this Current Report.
The information furnished herewith to Item7.01 of this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed
to be filed for purpose of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
Item8.01 Other Events.
The resignation of Dr.Liang referred to in Item5.02 above
followed the completion of an independent investigation overseen
by the audit committee of the Board (the Audit Committee) and
with the assistance of outside legal counsel. The investigation
focused on violations of the Companys Board Approval Process
Policy and related violations of the Companys Code of Ethics and
Conduct. The investigation determined that Dr.Liang had not acted
in accordance with the Companys Board Approval Process Policy and
Code of Ethics and Conduct as a result of his failure to comply
with certain Board approval procedures for third-party contracts.
At the conclusion of the investigation, Dr.
Liang submitted the letter of resignation referred to in
Item5.02. The Company does not believe its current operating
results or previously disclosed operating results were affected
by Dr.Liangs actions, pending completion of the audit of the
Companys financial statements for fiscal year 2016.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
|
ExhibitNo. |
Description |
|
| 10.1 |
Separation Agreement and Release by and between the Company and Bertrand C. Liang effective January 23, 2017. |
|
| 10.2 |
Consulting Agreement by and between the Company and Bertrand C. Liang effective January 23, 2017 (contained in Exhibit 10.1 hereto). |
|
| 99.1 | Press release issued by Pfenex Inc. dated January 24, 2017. |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933 and Section21E of the Securities Exchange Act of 1934. In
some cases, you can identify forward-looking statements because
they contain words such as may, will, should, expects, plans,
anticipates, could, intends, target, projects, contemplates,
believes, estimates, predicts, potential or continue or the
negative of these words or other similar terms or expressions
that concern Pfenexs expectations, strategy, plans or intentions.
Forward-looking statements in this communication include, but are
not limited to, Pfenexs belief that its current operating results
or previously disclosed operating results were not affected by
Dr.Liangs actions. Factors that may cause future results to
differ materially from managements current expectations include,
among other things, the discovery of additional information
relevant to the investigation and differing conclusions from our
independent registered public accounting firm in connection with
their completion of audit of the Companys financial statements.
Information on these and additional risks, uncertainties, and
other information affecting Pfenexs business and operating
results is contained in Pfenexs Quarterly Report on Form 10-Q for
the quarter ended September30, 2016 and in Pfenexs subsequent
reports filed with the Securities and Exchange Commission.
Additional information will also be set forth in Pfenexs Annual
Report on Form10-K for the year ended December31, 2016 to be
filed with the Securities and Exchange Commission. The
forward-looking statements in this communication are based on
information available to Pfenex as of the date hereof, and Pfenex
disclaims any obligation to update any forward-looking
statements, except as required by law.
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About Pfenex Inc. (NYSEMKT:PFNX)
Pfenex Inc. is a clinical-stage biotechnology company. The Company is engaged in the development of biosimilar and therapeutic equivalent products to branded therapeutics and other high-value and difficult-to-manufacture proteins. Its lead product candidate is PF582, a biosimilar candidate to Lucentis (ranibizumab). Its next advanced product candidates are PF530 and PF708. PF530 is a biosimilar candidate to Betaseron (interferon beta-1b). PF708 is being developed as a therapeutically equivalent peptide to Forteo (teriparatide), which is for the treatment of osteoporosis. In addition to its three advanced product candidates, its pipeline includes over four other biosimilar candidates, as well as vaccines and next generation biologic candidates. Its product candidates are enabled by its protein production platform, Pfenex Expression Technology. It is also developing Px563L, an anthrax vaccine candidate, and Px533 as a prophylactic vaccine candidate against malaria infection. Pfenex Inc. (NYSEMKT:PFNX) Recent Trading Information
Pfenex Inc. (NYSEMKT:PFNX) closed its last trading session up +0.49 at 8.29 with 231,781 shares trading hands.