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): September 15, 2014
AMPLIPHI BIOSCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
| Washington | 000-23930 | 91-1549568 | ||
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip code)
(804) 205-5069
(Registrant’s telephone number, including area code)
(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:
| ¨ | 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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.02 | Entry into a Definitive Material Agreement |
The information disclosed pursuant to Item 5.02 below regarding the Interim Chief Operating Officer Agreement between AmpliPhi BioSciences Corporation (the “Company”) and Wendy S. Johnson is incorporated by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 15, 2014, by mutual agreement of the Board of Directors (the “Board”) of the Company and Philip J. Young, Mr. Young has stepped down from his role as President and Chief Executive Officer of the Company, effective immediately. Mr. Young will receive severance benefits pursuant to his employment agreement with the Company.
On September 15, 2014, the Board appointed Jeremy Curnock Cook as the Company’s interim Chief Executive Officer and President, and Wendy S. Johnson as the Company’s interim Chief Operating Officer, effective immediately.
Mr. Curnock Cook has served as a member of the Board since July 1995 and as chairman of the board of directors since February 1998. Mr. Curnock Cook has served as Chairman of International Bioscience Managers Limited, a corporate and investment advisory firm since 2000, and also currently serves as Managing Director of Bioscience Managers Pty Ltd, a medical sciences fund manager. From 1987 to 2000, Mr. Curnock Cook was a director of Rothschild Asset Management Limited, a corporate and investment advisory company, and was responsible for the Rothschild Bioscience Unit. Mr. Curnock Cook founded the International Biochemicals Group in 1975, which was sold in 1985 to Royal Dutch Shell, where he served as managing director until 1987. Mr. Curnock Cook holds an M.A. in natural sciences from Trinity College, Dublin. He also serves as a member of the board of Avita Medical Ltd, Nexus6 Ltd and SeaDragon Ltd. Mr. Curnock Cook brings to the Company significant experience as an investor in and board member of multiple biotechnology companies.
Ms. Johnson has served as a member of the Board since May 2014. Between 2005 and January 2014 Ms. Johnson served as a venture partner at ProQuest Investments, a venture capital firm. From November 2006 until January 2014, Ms. Johnson served as the President and Chief Executive Officer of Aires Pharmaceuticals, a ProQuest portfolio company. Prior to joining ProQuest, she served as Senior Vice President, Corporate Development, at Salmedix Inc., and she held senior business and corporate development positions at WomenFirst Healthcare, Prizm Pharmaceuticals (Selective Genetics Inc.), Cytel Corp., Synbiotics Corp., and Murex Corp. (Cambridge U.K.). Additionally, Ms. Johnson served as Assistant Director with the Center for Devices and Radiological Health at the U.S. Food and Drug Administration. Ms. Johnson holds an M.B.A. from Loyola University, an M.S. in clinical microbiology from the Hahnemann Medical School and a B.S. in microbiology from the University of Maryland. Ms. Johnson brings to the Company significant experience in pharmaceutical drug development and business development, as well as a strong background in microbiology.
In connection with her appointment, on September 17, 2014, Ms. Johnson entered into an interim Chief Operating Officer Agreement with the Company, pursuant to which she will receive compensation in an amount equal to $20,000 per month, through the earlier of December 31, 2014 (or February 25, 2015, if extended by mutual agreement) or the date of appointment of a new Chief Executive Officer of the Company.
A copy of the press release announcing Mr. Young’s departure and the appointments of Mr. Curnock Cook and Ms. Johnson is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
Exhibit 99.1 – Press Release dated September 19, 2014
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.
| AmpliPhi BioSciences Corporation | ||||||
| Date: September 19, 2014 | By: |
/s/ David E. Bosher | ||||
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David E. Bosher Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 19, 2014 |
Exhibit 99.1
AmpliPhi Announces Departure of CEO
Jeremy Curnock Cook, Ampliphi’s Chairman, Named Interim CEO
Richmond, VA, USA, Ljubljana, Slovenia, and Sydney, Australia, September 19, 2014 – AmpliPhi BioSciences Corporation (OTC:APHB) (“AmpliPhi”), the leader in the discovery and development of bacteriophage based therapies to treat drug resistant bacterial infections, today announced that Philip J. Young has stepped down from his role as President and CEO. Mr Young’s resignation was by mutual agreement with AmpliPhi’s Board of Directors with his departure from the Company being effective Monday, September 15.
The Company also announced that AmpliPhi’s Chairman, Jeremy Curnock Cook, will serve as Interim CEO and Wendy Johnson, a member of AmpliPhi’s Board or Directors, will serve as Interim COO, overseeing the Company’s operations until a new CEO is appointed.
“On behalf of the entire Board of Directors at AmpliPhi, we would like to thank Phil for his hard work, dedication and contribution to the Company over the last three years and for laying the foundation for our future success in advancing our innovative bacteriophage technology as a new approach to dealing with the growing threat of multi-drug resistant bacterial infections,” said Mr. Cook.
Mr. Cook was responsible for identifying and managing the acquisition of the AmpliPhi phage technology into the Company and has been instrumental in refining the therapeutic phage platform concept over the past five years as the Company’s Chairman. He has a background in microbiology and a successful track record of building biotech and technology companies as an investor and director for over the past 30 years.
Ms. Johnson, who joined AmpliPhi’s Board of Directors earlier this year, has an extensive and successful career in investment and company building, also with a background in microbiology and highly experienced in regulatory affairs having served as Assistant Director with the Center for Devices and Radiological Health at the U.S. Food and Drug Administration for ten years prior to her commercial and investment career.
“AmpliPhi has emerged as a global leader in bacteriophage development with a solid technological foundation upon which to advance into human clinical studies,” said Randal J. Kirk, Chairman and Chief Executive Officer of Intrexon (NYSE:XON), with whom AmpliPhi entered into an Exclusive Channel Collaboration last year. “On behalf of Intrexon, we wish Phil well in his future endeavors and we look forward to continue working closely with the AmpliPhi management team to deliver on the potential of phage therapies against infectious diseases.”
AmpliPhi remains focused on:
| · | Moving the AmpliPhage-002 program against Staphylococcus aureus (S. aureus) infections including Methicillin-resistant S. aureus (MRSA) into clinical development and continuing research and development of the company’s other preclinical programs: AmpliPhage-001 for the treatment of Pseudomonas aeruginosa (P. aeruginosa) in Cystic Fibrosis patients; and AmpliPhage-004 for Clostridium difficile (C. difficile); |
| · | Continuing strategic research and development initiatives with leading industry, academic and government partners in Europe, Australia and the U.S.; and |
| · | Establishing a dedicated cGMP bacteriophage manufacturing facility. |
“Over recent years the Company has secured $35 million in financing and entered into a number of transformational collaborations including Intrexon, the U.S. Army and the University of Leicester. Additionally, we have put in place the regulatory and manufacturing processes necessary to progress our pipeline of phage therapies. The Company is now poised for our first program to enter Phase I development in early 2015,” confirmed Mr. Cook.
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About AmpliPhi BioSciences
AmpliPhi BioSciences Corporation (OTCBB:APHB) is a biotechnology company focused on the development and commercialization of novel bacteriophage-based antibacterial therapeutics. The Company's product development programs target infections that are often resistant to existing antibiotic treatments. AmpliPhi is collaborating with a number of leading organizations, including Intrexon Corporation (NYSE:XON), the U.S. Army, The Royal Brompton Clinic in London, UK and UK-based University of Leicester, to rapidly advance bacteriophage-based therapies. The Company is headquartered in Richmond, Virginia with additional manufacturing and research operations in Ljubljana, Slovenia and Sydney, Australia.
For more information, visit www.ampliphibio.com.
About Bacteriophage
Bacteriophage are naturally occurring viruses that are highly specific for the bacterial hosts they infect. They can rapidly kill their host, amplifying themselves in the process. Bacteriophage are unaffected by antibiotic resistance and are able to disrupt bacterial biofilms. Such biofilms are a major line of defense for bacteria, contributing to antibiotic resistance. Bacteriophage are able to penetrate biofilms and replicate locally to high levels, to produce strong local therapeutic effects.
Forward Looking Statements
Statements in this press release about the potential use of bacteriophages to treat bacterial infections, the development of bacteriophage-based therapies and AmpliPhi’s clinical, research and development plans are forward looking statements subject to risks and uncertainties, including without limitation the risk that such therapies may not be successfully developed, will require extensive and expensive nonclinical and clinical testing, may not be safe or efficacious, and may not be approved for marketing by the United States Food and Drug Administration or any foreign regulatory agency. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to AmpliPhi’s business in general, see AmpliPhi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended, filed with the Securities and Exchange Commission (SEC) on September 12, 2014.
For more information regarding AmpliPhi please contact:
| At the Company | US Media Enquiries: Lazar Partners
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ROW Media Enquiries: Instinctif Partners |
Baxter Phillips III Vice President, Corporate Strategy and Business Development +1.804.754.5442 bfp@ampliphibio.com
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Fern Lazar/Danielle Lewis +1.212.867.1762 ampliphi@lazarpartners.com
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Sue Charles/Gemma Howe/ Daniel Gooch/Emma Barlow UK: +44 (0)20 7457 2020 AUS: +61 (0)466 924218 ampliphi@instinctif.com
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