8-K

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) December 8, 2016

STELLAR BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	000-54598	N/A
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

332 E. Scott Street

Port Hueneme, California 93041

(Address of principal executive offices) (Zip Code)

(805) 488-2800

(Registrant’s telephone number, including area code)

Not applicable.

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 of Mr. Paul Chun to the Board of Directors

On December 8, 2016, upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Stellar Biotechnologies, Inc. (the “Company”), the Board unanimously appointed Mr. Paul Chun as a director of the Company for a term that commences immediately and expires at the Company’s 2017 Annual Meeting of Shareholders, or until his earlier resignation or removal. Mr. Chun was appointed to fill a vacancy on the Board resulting from the December 1, 2016 resignation from the Board by Dr. Gregory T. Baxter, who assumed the role of the Company’s Executive Vice President of Corporate Development on such date. Mr. Chun was also appointed to serve as a member of the Audit Committee of the Board.

There is no arrangement or understanding between Mr. Chun and any other person pursuant to which Mr. Chun was selected as a director, and there are no related party transactions involving Mr. Chun that are reportable under Item 404(a) of Regulation S-K. There are no material plans, contracts or arrangements to which Mr. Chun is a party or in which he participates, nor has there been any material amendment to any plan, contract or arrangement by virtue of Mr. Chun’s appointment.

The following is certain biographical information regarding Mr. Chun:

Paul Chun is a Managing Partner of Eldred Advisors LLC, a life sciences advisory firm he founded in May 2016. From November 2015 to April 2016, he served as Director of Strategy and Corporate Development at Kiromic, LLC. From May 2011 to October 2015, Mr. Chun served as a life sciences principal with Westwicke Partners, LLC, a capital markets advisory firm. During his tenure at Westwicke, he supported the capital markets and investor engagement objectives of private and public biopharma companies, including the support of multiple initial public offerings and other strategic transactions. Prior to Westwicke, he held various roles in investment research and corporate finance, including at Amgen, Inc.,Tavistock Life Sciences, and Goldman, Sachs & Co. He received his bachelors in biological sciences from Columbia University. Mr. Chun has broad experience in therapeutics development and commercialization, valuation, corporate development and finance.

Among other experience, qualifications, attributes and skills, Mr. Chun’s broad experience in therapeutics development and commercialization, valuation, corporate development and finance led to the conclusion of our Nominating Committee and our full Board that he is qualified to serve as a director of the Company.

Appointment of Charles V. Olson, D.Sc. to the Board of Directors

On December 8, 2016, upon the recommendation of the Nominating Committee, and in accordance with the Articles of the Company, the Board voted to increase the size of the Board by one seat and appointed Charles V. Olson, D.Sc. to the Board to fill a vacancy on the Board resulting from such increase in the size of the Board. Dr. Olson will serve for a term that commences immediately and expires at the 2017 Annual Meeting of Shareholders, or until his earlier resignation or removal.

There is no arrangement or understanding between Dr. Olson and any other person pursuant to which Dr. Olson was selected as a director, and there are no related party transactions involving Dr. Olson that are reportable under Item 404(a) of Regulation S-K. There are no material plans, contracts or arrangements to which Dr. Olson is a party or in which he participates nor has there been any material amendment to any plan, contract or arrangement by virtue of Dr. Olson’s appointment.

The following is certain biographical information regarding Dr. Olson:

Charles V. Olson, D.Sc. currently serves as Chief Technology Officer at Anthera Pharmaceuticals Inc. (“Anthera”). Dr. Olson has served with Anthera in various roles since April 2010. He has also been a Principal Biotechnology Consultant for Compass Biotechnology LLC since 2006. Dr. Olson previously held senior and executive management positions at NGM Bioharmaceuticals Inc, Coherus BioSciences Inc, Nexbio Inc., Cell Genesys, Inc., Biomarin Pharmaceuticals, Inc, and Onyx Pharmaceuticals, Inc. After graduate school, Dr. Olson was a Research Scientist at Kaiser Hospitals, followed by Scientist and Senior Scientist positions at Genentech and Bayer, respectively. He holds a B.A. in biology and chemistry from Westmont College, an M.A. in chemistry from the University of California at Santa Barbara and a D.Sc. in biochemistry. Dr. Olson has served as a member of the Company’s scientific advisory board since June 2014.

Among other experience, qualifications, attributes and skills, Dr. Olson’s extensive scientific, manufacturing operations, process development and senior management experience in the biopharmaceutical industry led to the conclusion of our Nominating Committee and our full Board that he is qualified to serve as a director of the Company.

Item 8.01. Other Events.

On December 9, 2016, the Company issued a press release announcing the appointments of Mr. Chun and Dr. Olson. A copy of the press release is attached hereto as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Stellar Biotechnologies, Inc. dated December 9, 2016.

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.

	Stellar Biotechnologies, Inc.
Date: December 9, 2016	By:	/s/ Kathi Niffenegger
	Name:	Kathi Niffenegger
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Stellar Biotechnologies, Inc. dated December 9, 2016.

EX-99.1

Exhibit 99.1

Stellar Biotechnologies Appoints
Pharma and Capital Markets Experts to Board of Directors

LOS ANGELES, Calif., December 9, 2016 – Stellar Biotechnologies, Inc. (Nasdaq: SBOT), a leading manufacturer of a key protein utilized in multiple immunotherapy development pipelines targeting cancers, Alzheimer's and lupus, among other diseases, today announced the appointment of Charles V. Olson, D.Sc. and Paul Chun to the company's Board of Directors.

“Dr. Olson’s and Mr. Chun’s appointment to our Board comes at an exciting time as we prepare to expand our production capabilities to support a growing list of active immunotherapies utilizing our Stellar KLH protein. Their combined expertise in pharmaceutical development and commercialization and capital markets will be a valuable resource to Stellar and its shareholders,” said Stellar President and CEO Frank Oakes.

Dr. Olson has been a member of Stellar’s scientific advisory board since June 2014 and has extensive scientific, manufacturing and senior management experience in the biotechnology and pharmaceutical industries. He is currently Chief Technology Officer at Anthera Pharmaceuticals, Inc. and is a Principal Biotechnology Consultant for Compass Biotechnology LLC.

"Having had the opportunity to work closely with Stellar’s technology developers and management now for more than two years, I am looking to helping Stellar continue to position KLH as the go-to molecule for a broad spectrum of indications and markets,” said Dr. Olson.

Mr. Chun is Managing Partner and founder of Eldred Advisors LLC, an advisory firm specializing in the life sciences. Mr. Chun brings broad experience as an investment analyst and strategic advisor to the Board, including expertise in therapeutics development and commercialization, corporate development, strategy and finance. His previous work includes roles at Goldman, Sachs & Co., Tavistock Life Sciences Co., Amgen, Inc., and Westwicke Partners, LLC.

“The immunotherapy landscape continues to evolve at a rapid pace, and I am excited to work with the Stellar team as the company expands upon the distinct role it can play in the space,” said Mr. Chun.

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About Stellar
Based north of Los Angeles at the Port of Hueneme, Stellar Biotechnologies, Inc. (Nasdaq: SBOT) is the leader in sustainable manufacture of Keyhole Limpet Hemocyanin (KLH), an important immune-stimulating protein used in wide-ranging therapeutic and diagnostic markets. KLH is both an active pharmaceutical ingredient (API) in many new immunotherapies (targeting cancer, immune disorders, Alzheimer's and inflammatory diseases) as well as a finished product for measuring immune status. Stellar is unique in its proprietary methods, facilities, and KLH technology. The company is committed to meeting the growing demand for commercial-scale supplies of GMP grade KLH, ensuring environmentally sound KLH production, and developing KLH-based active immunotherapies. Stellar KLH is a trademark of Stellar Biotechnologies.

Stellar Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the forward-looking statements. Such risks include, but may not be limited to: general economic and business conditions; technology changes; competition; changes in strategy or development plans; availability of funds and resources; anticipated requirements for operating capital; governmental regulations and the ability or failure to comply with governmental regulations; the timing of Stellar’s or its partners' anticipated results, including in connection with clinical trials; the ability to meet the goals of Stellar’s joint ventures and strategic partnerships; and other factors referenced in Stellar’s filings with securities regulators. For a discussion of further risks and uncertainties related to the Stellar’s business, please refer to the Stellar’s public company reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Stellar assumes no obligation to update such statements. This press release does not constitute an offer or solicitation of an offer for sale of any securities in any jurisdiction, including the United States.

Contact
Gary Koppenjan
Sr. Director of Investor Relations and Communications
(805) 488-2800