UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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 October 1, 2019, Adaptimmune Therapeutics plc (the “Company”) announced the appointment of Michael Garone as Interim Chief Financial Officer (“Interim CFO”) effective as of October 1, 2019.
On September 30, 2019, the Company’s U.S. subsidiary entered into an agreement with La Fosse Associates Limited (“La Fosse”) providing for the engagement of Mr. Garone as Interim CFO (the “La Fosse Agreement”) effective from October 1, 2019. Under the terms of the La Fosse Agreement, the services provided by Mr. Garone include responsibility for the Company’s accounting and finance functions and Mr Garone will represent the Company’s accounting function internally and externally. His other key responsibilities will include liaison with the Company’s independent auditors in relation to the Company’s quarterly reports on Form 10-Q and its annual report on Form 10-K.
Mr. Garone is providing services to the Company as an independent contractor. The La Fosse Agreement may be terminated by the Company or La Fosse upon 30 days’ prior written notice by either party. Pursuant to the La Fosse Agreement, La Fosse will receive payment on the basis of $3,500 per day as compensation for provision of Mr. Garone’s services as Interim CFO verified by timesheets approved by the Company. Mr. Garone is not eligible to receive a bonus or for the award of share options. On September 30, 2019, Mr. Garone, through a solely-owned limited liability company, entered into an agreement with La Fosse and the Company’s U.S. subsidiary covering the provision of the services to the Company effective from October 1, 2019 including various administrative matters related to his compensatory arrangements (the “Business Advisory Services Agreement”).
Mr. Garone, age 61, has over 30 years of experience in corporate finance, accounting and risk management in the telecommunications and biopharmaceuticals industries. From June 2016 through August 2018, he served as Vice President, Finance, and Chief Financial Officer of Immunomedics, Inc., an innovative biopharmaceutical company that focuses on novel immunotherapeutics for the treatment of cancer, autoimmune and other serious diseases, where he also served as interim Chief Executive Officer from July through December 2017. Previously, Mr. Garone served as Chief Financial Officer of Emisphere Technologies, Inc., a commercial stage, specialty pharmaceutical company, from August 2007 through June 2016 and as Interim Chief Executive Officer from February 2011 through September 2012. Before Emisphere, Mr. Garone served as Interim Chief Executive Officer and Chief Financial Officer of Astralis, Ltd. Prior to that, he served for 20 years at AT&T, where he held several positions, including Chief Financial Officer of AT&T Alascom. Mr. Garone received an MBA from Columbia University and a BA in Mathematics, and Philosophy and Religion from Colgate University.
As previously announced, the Company is undertaking a global search for a permanent Chief Financial Officer.
There are no family relationships between Mr. Garone and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Garone that are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Mr. Garone and any other persons pursuant to which he was selected as Interim CFO.
The foregoing summaries of the La Fosse Agreement and the Business Advisory Services Agreement are qualified in their entirety by reference to the complete text of such agreements, which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019.
In connection with the appointment of Mr. Garone, Adrian Rawcliffe will step down as the Company’s Chief Financial Officer effective October 1, 2019. Mr. Rawcliffe will continue in his role as the Company’s Chief Executive Officer.
Item 8.01 | Other Events |
On October 1, 2019, the Company issued a press release announcing the appointment of Mr. Garone. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. | |||
Exhibit No. | Description of Exhibit | ||
99.1 | Press release dated October 1, 2019 | ||
104 | Cover Page formatted in Inline XBRL |
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.
ADAPTIMMUNE THERAPEUTICS PLC | ||
Date: October 1, 2019 | By: | /s/ Margaret Henry |
Name: Margaret Henry | ||
Title: Corporate Secretary |
Exhibit 99.1
Adaptimmune Announces Appointment of Michael Garone as Interim Chief Financial Officer
PHILADELPHIA and OXFORDSHIRE, United Kingdom, October 1, 2019 -- Adaptimmune Therapeutics plc (Nasdaq:ADAP), a leader in T-cell therapy to treat cancer, announces the appointment of Michael Garone as interim Chief Financial Officer (CFO) effective immediately.
“We are thrilled to announce that Michael Garone will be our interim CFO,” said Adrian Rawcliffe, Adaptimmune’s Chief Executive Officer (CEO). “We are in the process of selecting a permanent CFO and will communicate the outcome from that search in due course. In the meantime, Mike brings a depth of expertise in the industry, including direct experience in oncology and immunotherapy with complex platforms. I look forward to working with Mike in the months ahead.”
Since the early 2000s, Mike has held various CFO positions in the biotech and pharmaceutical industries. Most recently, Mike was CFO and interim CEO at Immunomedics, Inc., (Morris Plains, NJ) where he supported the development phase of an Antibody Drug Conjugate (ADC) Oncology Product (IMMU-132/sacituzumab govitecan) for the treatment of a broad range of solid tumors. While there, he supported the raise of more than $700 million in public and private equity financings and a royalty financing. Prior to that, he was CFO at Emisphere Technologies, Inc. (Roseland, NJ) from 2007 to 2016.
Mike began his career as an OTC stock trader with Drexel Burnham Lambert in the early 1980s. From there, Mike went on to work at AT&T for twenty years where he held various positions of increasing responsibility including CFO of AT&T Alascom.
The global search to select a permanent CFO is ongoing.
About Adaptimmune
Adaptimmune is a clinical-stage biopharmaceutical company focused on the development of novel cancer immunotherapy products for cancer patients. The Company’s unique SPEAR (Specific Peptide Enhanced Affinity Receptor) T-cell platform enables the engineering of T-cells to target and destroy cancer across multiple solid tumors. For more information, please visit http://www.adaptimmune.com.
Adaptimmune Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve certain risks and uncertainties. Such risks and uncertainties could cause our actual results to differ materially from those indicated by such forward-looking statements, and include, without limitation: the success, cost and timing of our product development activities and clinical trials and our ability to successfully advance our TCR therapeutic candidates through the regulatory and commercialization processes. For a further description of the risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, as well as risks relating to our business in general, we refer you to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on August 1, 2019, and our other SEC filings. The forward-looking statements contained in this press release speak only as of the date the statements were made and we do not undertake any obligation to update such forward-looking statements to reflect subsequent events or circumstances.
Adaptimmune Contacts:
Media Relations:
Sébastien Desprez – VP, Communications and Investor Relations
T: +44 1235 430 583
M: +44 7718 453 176
Sebastien.Desprez@adaptimmune.com
Investor Relations:
Juli P. Miller, Ph.D. – Senior Director, Investor Relations
T: +1 215 825 9310
M: +1 215 460 8920
Juli.Miller@adaptimmune.com
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Cover |
Sep. 30, 2019 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2019 |
Entity File Number | 1-37368 |
Entity Registrant Name | ADAPTIMMUNE THERAPEUTICS PLC |
Entity Central Index Key | 0001621227 |
Entity Incorporation, State or Country Code | X0 |
Entity Address, Address Line One | 60 Jubilee Avenue |
Entity Address, Address Line Two | Milton Park |
Entity Address, City or Town | Abingdon, Oxfordshire |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | OX14 4RX |
City Area Code | 44 |
Local Phone Number | 1235 430000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share |
Trading Symbol | ADAP |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |