8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 2, 2014

DICERNA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36281	20-5993609
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

480 Arsenal Street

Building 1, Suite 120

Watertown, Massachusetts 02472

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (617) 621-8097

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 (See General Instruction A.2 below):

¨ 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-4c))

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On April 2, 2014, Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued a press release announcing the appointment of Pankaj Bhargava, M.D., as the Company’s chief medical officer commencing March 31, 2014. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Dr. Bhargava, 45, was Associate Vice President at Sanofi Oncology from February 2011 to March 2014 prior to joining the Company, where he led the global development of aflibercept (ZALTRAP™) culminating in successful approvals by the U.S. Food and Drug Administration (FDA), European Medicines Agency and several other regulatory authorities worldwide. Dr. Bhargava also served as the Gastrointestinal Oncology Therapeutic Leader, Chairman of Protocol Review Committee, and a member of the Development Leadership Team at Sanofi Oncology Division. Prior to joining Sanofi, Dr. Bhargava was Vice President Clinical Research and Interim Chief Medical Officer at AVEO Pharmaceuticals, Inc. (NASDAQ: AVEO) from November 2006 to February 2011, where he led its clinical programs across all indications spanning from Phase 1 to Phase 3 development and was responsible for clinical and regulatory strategy, clinical development, operations, pharmaco-vigilance and joint development with alliance partners, among other things. Dr. Bhargava currently serves as an Attending Physician at Dana-Farber Cancer Institute and part-time faculty member at Harvard Medical School. Dr. Bhargava holds an M.B., B.S. degree from the University of Delhi, India, and is an alumnus of Harvard Business School Executive Education Program. Dr. Bhargava is U.S. Board Certified in Internal Medicine, Medical Oncology and Clinical Pharmacology, and did an advanced fellowship in Developmental Therapeutics at the Lombardi Cancer Center, Georgetown University.

The Company entered into an employment agreement with Dr. Bhargava dated as of March 7, 2014. The agreement provides that his employment is “at-will” and does not include a specified term. Under the agreement, Dr. Bhargava will receive an annual base salary initially established at $340,000 and will be eligible for an annual incentive bonus, with his target bonus being 40 percent of his base salary. The board of directors of the Company will determine his actual bonus amount based on an assessment of the performance of the Company and Dr. Bhargava during the year. The agreement also provides for Dr. Bhargava to receive a stock option to purchase up to 264,808 shares of common stock of the Company at an exercise price equal to the closing price of the common stock on the date of grant. The option will vest over a four-year period, subject to Dr. Bhargava’s continued employment through each vesting date, and will fully vest upon a change in control of the Company. The agreement also provides for Dr. Bhargava to participate in the Company’s benefit programs made available to its senior executives generally.

Under the employment agreement, if Dr. Bhargava’s employment is terminated by the Company without cause or by him for good reason (as such terms are defined in the agreement), he will be entitled to receive cash severance equal to six months of his base salary and reimbursement of his COBRA premiums for up to six months. If such a termination occurs within one year after a change in control of the Company, Dr. Bhargava will be entitled to receive cash severance equal to twelve months of his base salary and reimbursement of his COBRA premiums for up to twelve months. Dr. Bhargava’s right to receive these severance benefits is subject to his providing a release of claims in favor of the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release titled “Dicerna Pharmaceuticals Appoints Dr. Pankaj Bhargava as Chief Medical Officer” issued by Dicerna Pharmaceuticals, Inc. on April 2, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2014	DICERNA PHARMACEUTICALS, INC.
	By:	/s/ James E. Dentzer
		James E. Dentzer
		Chief Financial Officer

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release titled “Dicerna Pharmaceuticals Appoints Dr. Pankaj Bhargava as Chief Medical Officer” issued by Dicerna Pharmaceuticals, Inc. on April 2, 2014.

EX-99.1

Exhibit 99.1

    News Release

Dicerna Pharmaceuticals Appoints Dr. Pankaj Bhargava as Chief Medical Officer

Watertown, MA, April 2, 2014 - Dicerna Pharmaceuticals, Inc. (NASDAQ: DRNA), a leader in the development of RNAi-based therapeutics, today announced the appointment of Pankaj Bhargava, M.D., as Chief Medical Officer. Dr. Bhargava brings to Dicerna more than 15 years of experience in oncology drug development and translational research gained in leading industry and academic institutions. In his role as Chief Medical Officer, he will be responsible for clinical development activities as well as regulatory affairs.

“Pankaj is the ideal person to lead our clinical and regulatory team as we advance DCR-M1711 into the clinic,” said Douglas M. Fambrough, Ph.D., Chief Executive Officer of Dicerna. “His direct experience in clinical development, medical affairs and regulatory strategy, and his interactions with FDA and EMA will be of high value to us for both our indications in oncology and rare genetic diseases that we can target through the liver. I am thrilled to welcome Pankaj to Dicerna’s management team.”

Prior to joining Dicerna, Dr. Bhargava was Associate Vice President at Sanofi Oncology, where he led the global development of aflibercept (ZALTRAP™) culminating in successful approvals by U.S. Food and Drug Administration (FDA), European Medicines Agency (EMA) and several regulatory authorities worldwide. Prior to Sanofi, Dr. Bhargava was Vice President Clinical Research and Interim Chief Medical Officer at AVEO Pharmaceuticals where he oversaw the development of all of the company’s clinical programs. Since October 2004, Dr. Bhargava has served as an attending physician at the Dana-Farber Cancer Institute and a faculty member at Harvard Medical School.

Dr. Bhargava received his medical degree from University College of Medical Sciences, Delhi University, India in 1991. He completed his residency in Internal Medicine at the Maimonides Medical Center, SUNY-Brooklyn and fellowships in both Medical Oncology and Clinical Pharmacology at Georgetown University. Dr. Bhargava also served as co-director of the Gastrointestinal Oncology Program at University of Massachusetts Medical Center in Worcester.

About Dicerna Pharmaceuticals, Inc.

Dicerna is a biopharmaceutical company focused on the discovery and development of innovative treatments for rare inherited diseases involving the liver and for cancers that are genetically defined. Dicerna is using its proprietary RNA interference (RNAi) technology platform to build a broad pipeline in these therapeutic areas and intends to discover, develop and commercialize novel therapeutics either on its own or in collaboration with pharmaceutical partners.

Cautionary Note on Forward-Looking Statements

This press release includes forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Applicable risks and uncertainties

include those identified under the heading “Risk Factors” included in the prospectus related to the initial public offering, and in other filings that Dicerna may make with the SEC in the future. The forward-looking statements contained in this press release reflect Dicerna’s current views with respect to future events, and Dicerna does not undertake and specifically disclaims any obligation to update any forward-looking statements.

Contacts:

Company:

Dicerna Pharmaceuticals, Inc.

James B. Weissman

Chief Business Officer

617-621-8097

Media:

MacDougall Biomedical Communications

Chris Erdman

Senior Vice President

781-235-3060

chris@macbiocom.com