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): September 9, 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 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on September 9, 2014, the Board of Directors (the “Board”) of Dicerna Pharmaceuticals, Inc. (the “Company”) appointed Bruce Peacock to the Board for an initial term expiring at the annual meeting of stockholders in 2015. In addition, the Board appointed him to the Audit Committee. The Board determined that Mr. Peacock is an independent director as that term is defined by the Securities and Exchange Commission and the Nasdaq Stock Market, Inc.

Mr. Peacock has served as the chief financial and business officer and treasurer of Opthotech Corporation since August 2013. Mr. Peacock served as Opthotech Corporation’s chief business officer from September 2010 to August 2013. Since May 2006, Mr. Peacock also has served as a Venture Partner at SV Life Sciences, a venture capital firm. Mr. Peacock served as President and Chief Executive Officer of Alba Therapeutics, a biopharmaceutical company, from April 2008 to February 2011, and has served as Co-Chairman of the board of directors of Alba Therapeutics since April 2008. Prior to joining SV Life Sciences, Mr. Peacock served as Chief Executive Officer and a Director of The Little Clinic, a medical care services company. Previously, Mr. Peacock served as President and Chief Executive Officer and a director of Adolor Corporation, a publicly-held biotechnology company; as President, Chief Executive Officer and a member of the board of directors of Orthovita, Inc., a publicly-held orthopedic biomaterials company; as Executive Vice President, Chief Operating Officer and a member of the board of directors of Cephalon, Inc.; as Chief Financial Officer of Cephalon, Inc.; and as Chief Financial Officer of Centocor, Inc. Mr. Peacock serves as a member of the boards of directors of Discovery Laboratories, Inc., and Invisible Sentinel Inc. and has served as a member of the boards of directors of Pharmacopeia, Inc., Ligand Pharmaceuticals Incorporated, and NeurogesX, Inc. Mr. Peacock earned a bachelor’s degree in Business Administration from Villanova University and is a certified public accountant.

Under our compensation program for our non-employee directors, in connection with his service as an independent director, Mr. Peacock is eligible to receive an annual retainer of $35,000 for serving on the Board and $5,200 for serving on the Audit Committee. In addition, Mr. Peacock will be granted an option to purchase 25,000 shares of our common stock at the first Board meeting he attends and if he continues in office immediately after our annual meeting each year he will be granted an option to purchase 15,000 shares of our common stock. Each option granted under our director compensation program has an exercise price equal to the closing price of our common stock on the grant date. Grants made to continuing non-employee directors following our annual meeting each year vest one year after the grant date, subject to the director’s continued service through the applicable vesting date.

There are no arrangements or understandings between Mr. Peacock and any other persons pursuant to which he was selected as a director. There are no current or proposed transactions between the Company and Mr. Peacock or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release titled “Dicerna Announces Appointment of Biotech Industry Leader to its Board of Directors and Audit Committee” issued by Dicerna Pharmaceuticals, Inc. on September 15, 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: September 15, 2014	DICERNA PHARMACEUTICALS, INC.
	By:	/s/ James E. Dentzer
		James E. Dentzer
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release titled “Dicerna Announces Appointment of Biotech Industry Leader to its Board of Directors and Audit Committee” issued by Dicerna Pharmaceuticals, Inc. on September 15, 2014.

EX-99.1

Exhibit 99.1

Dicerna Announces Appointment of Biotech Industry Leader

Bruce Peacock to its

Board of Directors and Audit Committee

September 15, 2014 — WATERTOWN, Mass. — Dicerna Pharmaceuticals, Inc. (NASDAQ:DRNA), a leader in the development of RNAi-based therapeutics, announced today the appointment of Bruce Peacock to its board of directors and audit committee. Mr. Peacock currently serves as chief financial and business officer at Opthotech Corp.

“Bruce Peacock is a recognized leader in the biotech industry,” said the company’s chief executive officer, Dr. Douglas Fambrough. “With an impressive list of accomplishments in operations, management and business development, Bruce will be a terrific addition to our board.”

Mr. Peacock has been with Opthotech Corp. since August 2010 and previously served as the chief executive officer of Alba Therapeutics, The Little Clinic, Adolor Corp., and Orthovita Inc., and as chief operating officer of Cephalon Inc., and chief financial officer of Centocor Inc. Mr. Peacock also serves as co-chair of the board of directors of Alba Therapeutics, and as a member of the board of directors of Discovery Laboratories Inc., Ocular Therapeutix, and Invisible Sentinel Inc. Mr Peacock holds a B.A. from Villanova University and is a certified public accountant.

“This is an especially exciting time for Dicerna,” stated Mr. Peacock. “I look forward to working with the Dicerna team in developing innovative treatments for genetically defined cancers and rare inherited diseases involving the liver.”

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. The Company is using its proprietary RNA interference (RNAi) technology platform to build a broad pipeline in these therapeutic areas. In both rare diseases and oncology, Dicerna is pursuing targets that have historically been difficult to inhibit using conventional approaches, but where connections between targets and diseases are well understood and documented. The Company intends to discover, develop and commercialize novel therapeutics either on its own or in collaboration with pharmaceutical partners. For more information, please visit www.dicerna.com.

Cautionary Note on Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding Dicerna’s clinical development. Such forward-looking statements are subject to risks and uncertainties, including financial, scientific, and regulatory risks regarding clinical development that could cause actual results to differ materially from those expressed or implied in such statements. 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.

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Investor Contact:

LaVoie Health Science

Donna LaVoie, 617-374-8800

dlavoie@lavoiehealthscience.com

or

Maureen Brown, 617-374-8800

mbrown@lavoiehealthscience.com