UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2024, Alan List, M.D., the Company’s Chief Medical Officer, notified Precision BioSciences, Inc. (the “Company”) that he will be retiring from the Company, effective September 13, 2024. Following Dr. List’s retirement as the Chief Medical Officer, Dr. List will assume a strategic advisory role with the Company as a clinical consultant. In this capacity, Dr. List will be available to provide ongoing platform advice and support to the Company, while also providing continuity to ongoing clinical strategy and operations. Dr. List will also interact with key opinion leaders and the Company’s Science and Technology Committee as needed, serve on the Company’s Scientific Advisory Board and provide scientific advice to the senior management team.
Dr. List and the Company are expected to enter into a consulting agreement (the “Consulting Agreement”) pursuant to which Dr. List will provide consulting services to the Company for an hourly fee of $325 per hour. The Consulting Agreement also provides (i) that outstanding unvested restricted stock units, but not stock options, held by Dr. List will continue to vest during the term of the Consulting Agreement, subject in all events to earlier termination in connection with a corporate transaction or event in accordance with the terms of such restricted stock units and the Company’s 2019 Incentive Award Plan, and (ii) for payment of Dr. List’s COBRA premiums through December 31, 2024.
Item 7.01. Regulation FD Disclosure.
On September 12, 2024, the Company issued a press release announcing Dr. List’s retirement in addition to the appointment of Dr. Murray Abramson, M.D., M.P.H. as Senior Vice President, Head of Clinical Development and John Fry as Strategic Clinical Advisor, specializing in hepatits, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “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 that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, expectations regarding Dr. List’s entering into the Consulting Agreement and Dr. List’s performance under the Consulting Agreement. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “designed”, “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,”, “strive”, “target,” “will,” “would,” or the negative thereof and similar words and expressions. Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are neither promises nor guarantees, and involve a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including the risks identified from time to time in the reports the Company files with the Securities and Exchange Commission (“SEC”), including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, as such factors may be updated from time to time in its other filings with the SEC, accessible on the SEC’s website at www.sec.gov. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any of the statements. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Item 9.01 Financial Statements and Exhibits.
|
(d) |
Exhibits |
|
|
|
Exhibit |
|
Description |
|
|
|
99.1 |
|
Press release of Precision BioSciences, Inc. dated September 12, 2024. |
104 |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
PRECISION BIOSCIENCES, INC. |
|
|
|
|
Date: |
September 12, 2024 |
By: |
/s/ Dario Scimeca |
|
|
|
Dario Scimeca |