FALSE000184625300018462532023-11-012023-11-010001846253us-gaap:CommonStockMember2023-11-012023-11-010001846253us-gaap:WarrantMember2023-11-012023-11-01
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): November 1, 2023
OMNIAB, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
Delaware | 001-40720 | 98-1584818 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | |
5980 Horton Street, Suite 600 | |
Emeryville | |
CA | 94608 |
(Address of principal executive offices) | (Zip Code) |
(510) 250-7800
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| | | | | |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | OABI | The Nasdaq Global Market |
Warrants to purchase common stock | OABIW | The Nasdaq Capital Market |
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. o
| | | | | |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2023, the board of directors (the “Board”) of OmniAb, Inc. (the “Company”) appointed Steven Love as a member of the Board. The appointment was made based upon the recommendation of the Board’s nominating and corporate governance committee. In connection with his appointment to the Board, Mr. Love was also appointed to be a member and Chair of the Audit Committee of the Board and to be a member of the Human Capital Management and Compensation Committee of the Board.
Mr. Love, 54, has served as the Chief Financial Officer of Heap Inc., a global SaaS product analytics company, since September 2021. Prior to joining Heap Inc., Mr. Love served as Chief Financial Officer at Juniper Square, Inc., a SaaS private investor platform, from March 2020 to September 2021. From November 2016 to February 2020, he served as Chief Financial Officer at Dialpad, Inc., a global SaaS communications company. Before Dialpad, he served as Chief Financial Officer at multiple other companies, including Mblox Inc., a global mobile messaging SaaS company (acquired by CLX Communications AB, now Sinch AB, in July 2016) and Evolv, Inc., a predictive analytic SaaS company (acquired by Cornerstone OnDemand Inc in November 2014). Mr. Love has also served as Vice President, Finance at Affymax, Inc. (Nasdaq: AFFY), a publicly-traded biotechnology company and as Vice President, Finance and Administration for Connetics Corporation, a publicly-traded specialty pharmaceutical company, among other roles. Mr. Love currently serves on the board of advisors for Puzzle Financial Inc., a privately held SaaS accounting platform, and as Chief Executive Officer Advisor to Peak Ventures Group, LLC, a privately held customer acquisition and monetization platform. Mr. Love holds B.S. and M.A. degrees in accounting from the University of Southern California and is a certified public accountant (inactive).
In connection with his appointment to the Board, pursuant to the Company’s director compensation and stock ownership policy, Mr. Love has been granted restricted stock units representing 40,000 shares of the Company’s common stock and options to purchase 80,000 shares of the Company’s common stock. The options have an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant. The foregoing awards will vest in three equal annual installments on each of the first three anniversaries following the date of grant. Mr. Love will also receive cash compensation for his service on the Board and committees thereof in accordance with the Company’s director compensation and stock ownership policy, as such policy may be amended from time to time. Mr. Love has entered into the Company’s standard form of indemnification agreement, the form of which has been filed with the Company’s most recent annual report on Form 10-K.
There are no arrangements or understandings between Mr. Love and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Mr. Love has a material interest subject to disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Love is an independent director in accordance with The Nasdaq Stock Market LLC Listing Rules.
SIGNATURE
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.
| | | | | | | | | | | |
| OmniAb, Inc. |
| | | |
Date: November 1, 2023 | By: | /s/ Charles S. Berkman | |
| Name: | Charles S. Berkman | |
| Title: | Chief Legal Officer and Secretary | |