UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2014
Q THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-52062 | 20-3708500 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
615 Arapeen Drive, Suite 102 Salt Lake City, UT |
84108 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (801) 582-5400
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment to Board of Directors
On September 16, 2014, the Board of Directors (the Board) of Q Therapeutics, Inc. (the Company) appointed Hunter Jackson, Ph.D. to serve as a member of the Companys Board of Directors. On September 19, 2014, Dr. Jackson was also appointed to the Governance and Nominating Committee for the Companys Board of Directors.
Dr. Jackson, age 64, has over thirty years experience in the life sciences industry. Since April 2014, he has served as Executive Chairman of Navigen Pharmaceuticals, Inc., a company he led as President and Chief Executive Officer from 2006 until his appointment as Executive Chairman. From 1986 through 2006, Dr. Jackson was Chairman and Chief Executive Officer of NPS Pharmaceuticals, Inc., a company he co-founded to pioneer and deliver therapies that transform the lives of patients with rare diseases. During his tenure at NPS, two products were advanced through clinical research and development: Sensipar® for the treatment of secondary hyperparathyroidism and hypercalcemia, marketed by Amgen, Inc. (U.S. and Europe) and by Kyowa Hakko Kirin (Asia), which exceeded $1 billion in sales in 2013; and Preotact®, for treatment of osteoporosis marketed by Nycomed, Ltd. (Europe) in 2006, then repurchased by NPS in 2013. FDA approval for NPS third product, Gattex®, for the treatment of short bowel syndrome, was received 2013, is marketed in the U.S. and is being launched in Europe. Under Dr. Jacksons leadership, NPS entered into major agreements with Pfizer, FMC, GlaxoSmithKline, Amgen, Kirin, Abbott, AstraZeneca, Allergan, and Nycomed. Additionally, the company raised approximately $900 million dollars through a variety of public and private financings.
Dr. Jackson currently serves on the boards of Neuroadjuvants, Inc. and Fluorinov, Inc. Dr. Jackson was a member of the Governing Authority of the Utah Science, Technology, and Research Economic Development Initiative (USTAR) from 2006-2012 and received the 1998 Ernst & Young Utah Entrepreneur of the Year Award and the 2002 Utah Governors Medal for Science and Technology. Dr. Jackson has a Bachelor of Arts in American Literature from the University of Illinois, a Ph.D. in Psychobiology from Yale University, and completed postdoctoral work in the Neurosurgery Department at the University of Virginia Medical Center.
In connection with his appointment to the Boards of Directors and consistent with the compensation received by other outside director members of the Boards of Directors, Dr. Jackson will receive a prorated stock option grant in accordance with the terms of the 2011 Equity Incentive Compensation Plan.
There are no arrangements or understandings between Dr. Jackson and any other persons pursuant to which Dr. Jackson was selected as a Director of the Company. There are no family relationships between Dr. Jackson and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 23, 2014, the Company issued a press release announcing the appointment of Dr. Jackson as a new independent member of the Board of Directors and member of the newly formed Governance and Nominating Committee. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this report.
Exhibit |
Description | |
99.1 | News Release of the Company, dated September 23, 2014 and titled Q Therapeutics Expands Board of Directors with Appointment of Dr. Hunter Jackson as Independent Member |
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.
Date: September 23, 2014 | Q THERAPEUTICS, INC. | |||||
By: | /S/ STEVEN J. BORST | |||||
Steven J. Borst, | ||||||
Vice President and Chief Financial Officer |
Exhibit 99.1
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Investor | Media Relations Contact: 407-585-1080 or QCEL@hanoverelite.com |
Q THERAPEUTICS EXPANDS BOARD OF DIRECTORS WITH
APPOINTMENT OF DR. HUNTER JACKSON AS INDEPENDENT MEMBER
Company Also Announces Formation of Governance and Nominating
Committee and Related Appointments of Directors
Salt Lake City, UT (Marketwired) September 23, 2014 Q Therapeutics, Inc., an emerging biotechnology company developing innovative cell therapy products for the treatment of debilitating diseases of the central nervous system, today announced the appointment of Hunter Jackson, Ph.D. as an independent member to the Companys Board of Directors. In addition, Dr. Jackson has agreed to serve on the Boards newly formed Governance and Nominating Committee; he will be joined on the Committee by current independent directors, Peter Grebow, Ph.D. and Peter Barton Hutt, Esq.
Dr. Jackson brings to Q Therapeutics more than 30 years experience in the life science industry. Since April 2014, he has served as Executive Chairman of Navigen Pharmaceuticals, Inc., a company he led as President and Chief Executive Officer from 2006 until his appointment as Executive Chairman. From 1986 through 2006, Dr. Jackson was Chairman and Chief Executive Officer of NPS Pharmaceuticals, Inc., a company he co-founded to pioneer and deliver therapies that transform the lives of patients with rare diseases. During his tenure at NPS, two products were advanced through clinical research and development: Sensipar® for treatment of secondary hyperparathyroidism and hypercalcemia, marketed by Amgen (U.S. and Europe) and Kyowa Hakko Kirin (Asia), which exceeded $1 billion in sales in 2013; and Preotact® for treatment of osteoporosis, marketed by Nycomed (Europe) in 2006, then repurchased by NPS. FDA approval for NPS third product, Gattex® for the treatment of short bowel syndrome, was received in 2013; it is marketed in the U.S. and is being launched in Europe. Under Dr. Jacksons leadership, NPS entered into major agreements with Pfizer, FMC, GlaxoSmithKline, Amgen, Kirin, Abbott, AstraZeneca, Allergan and Nycomed. Additionally, NPS raised approximately $900 million dollars through a variety of public and private financings.
Dr. Jackson currently serves on the boards of Neuroadjuvants, Inc. and Fluorinov, Inc. He was a member of the Governing Authority of the Utah Science, Technology, and Research Economic Development Initiative (USTAR) from 2006-2012 and received the 1998 Ernst & Young Utah Entrepreneur of the Year Award and the 2002 Utah Governors Medal for Science and Technology. Dr. Jackson earned a Bachelor of Arts degree in American Literature from the University of Illinois, a Ph.D. in Psychobiology from Yale University, and completed postdoctoral work in the Neurosurgery Department at the University of Virginia Medical Center.
We are very pleased to welcome Dr. Jackson to our Board of Directors. We are confident that his world class corporate and life science experience and trusted guidance will prove of immeasurable value to Q Therapeutics as we continue to advance our first product, Q-Cells®, through clinical development, stated Deborah Eppstein, Ph.D., President and Chief Executive Officer of Q Therapeutics.
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About Q Therapeutics, Inc.
Headquartered in Salt Lake City, Utah, Q Therapeutics, Inc. is a fully reporting, non-trading company engaged in developing adult stem cell therapies to treat debilitating diseases of the central nervous system. The Companys first product, Q-Cells®, is a cell-
based therapeutic intended to restore or preserve normal activity of neurons by providing essential support functions that occur in healthy central nervous system tissues. Q-Cells may be applicable to a wide range of central nervous system diseases and injuries, including demyelinating conditions such as multiple sclerosis, transverse myelitis, cerebral palsy and stroke; as well as other neurodegenerative diseases and injuries, such as ALS (Lou Gehrigs disease), Huntingtons disease, spinal cord injury, traumatic brain injury, Parkinsons disease and Alzheimers disease. Q Therapeutics initial clinical target is ALS. The Companys proprietary product pipeline also encompasses neural cell products derived from induced pluripotent stem cells (iPSC). For more information, visit www.qthera.com.
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