8-K

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): April 28, 2015

AMPLIPHI BIOSCIENCES
CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	000-23930	91-1549568
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 East Leigh Street, Suite 209

Richmond, Virginia 23219

(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))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Entry into a Definitive Material Agreement

The information disclosed pursuant to Item 5.02 below regarding the Offer Letter by and between AmpliPhi BioSciences Corporation (the “Company”) and M. Scott Salka 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 April 28, 2015, the Company announced that M. Scott Salka has been appointed to serve as the Chief Executive Officer of the Company and a member of the Board of Directors, effective May 18, 2015. On such date, Mr. Salka will replace Interim Chief Executive Officer Jeremy Curnock Cook. Mr. Curnock Cook will continue serving as Chairman of the Board of Directors. A copy of the press release announcing the appointment of Mr. Salka as Chief Executive Officer is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Since 2010, Mr. Salka has served as CEO of Aspyrian Therapeutics Inc., a company focused on developing near-infrared photoimmunotherapy (PIT) therapies. Mr. Salka was the CEO of Ambit Biosciences (acquired by Daichi Sankyo) in 2014. During Mr. Salka’s tenure at Ambit, a company developing treatments for oncology, autoimmune and inflammatory diseases, he was responsible for transforming the company from a service contract business to a fully capable drug discovery and development enterprise. Prior to joining Ambit in 2001, he served as the president and chief executive officer of two privately held genomics companies, Arcaris, Inc. and 454 Corporation (sold to Roche in 2007). He also previously co-founded one of the first commercial genomics companies, Sequana Therapeutics, Inc., a pioneer in the effort to commercialize the international Human Genome Project. Mr. Salka has also been a board member of Sorrento Therapeutics, Inc. and San Diego State University College of Business Administration. He received his M.B.A. from Carnegie Mellon University and his B.S. in finance from San Diego State University.

 In connection with the appointment, on April 28, 2015, Mr. Salka entered into an Offer Letter with the Company (the “Offer Letter”). The Offer Letter provides for at-will employment (subject to potential severance payments described below), base salary, incentive bonuses, standard employee benefit plan participation and recommendations for initial stock option grants. The Offer Letter is subject to execution of a standard proprietary information and invention agreement.

The Offer Letter provides for an initial base salary of $425,000 per year, less applicable withholdings. In addition, Mr. Salka will be eligible to earn an annual performance bonus based on achievement of certain Company performance objectives to be established by the Board of Directors or the Compensation Committee. For 2015, Mr. Salka’s annual target performance bonus will equal 40% of his base salary, which will be pro-rated for the partial year of service.

Pursuant to the terms of the Offer Letter and subject to the conditions provided therein, the Board intends to grant Mr. Salka an option to purchase a number of shares of common stock of the Company equal to four percent (4%) of the then current fully diluted number of shares of common stock (assuming conversion or exercise of all outstanding convertible or exercisable securities, and including shares available for issuance pursuant to the 2013 Plan). The options will be subject to time-based and performance vesting.

The Offer Letter provides that if the Company terminates Mr. Salka without “cause” or he resigns for “good reason,” he will be entitled to severance payments on a monthly basis at a rate equal to his base salary then in effect for a period of twelve months.

The Offer Letter permits Mr. Salka to continue to serve in the capacity of chief executive officer of Aspyrian Therapeutics, Inc. (“Aspyrian”) for a period of up to six months from the date of the offer letter. The Offer Letter provides for this transition period to Mr. Salka, provided that he seeks to wind-down his activities with Aspyrian and that such activities do not interfere with his duties or responsibilities to the Company or create a conflict of interest with the Company. In addition, in order to receive his 2015 incentive bonus or any severance payments under the offer letter, Mr. Salka must have terminated his role as chief executive officer of Aspyrian. He can continue to serve on their Board of Directors.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1 – Press Release dated April 30, 2015

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: May 1, 2015	By:	/s/ David E. Bosher
		David E. Bosher
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated  April 30, 2015

EX-99.1

Exhibit 99.1

	AmpliPhi Biosciences Corporation  4870 Sadler Road Glen Allen, Virginia 23060
Press Release

AmpliPhi Biosciences Announces M. Scott Salka as New CEO

Biotechnology entrepreneur brings extensive business development and fundraising

expertise to leading bacteriophage-based antibacterials company

San Diego and Richmond, VA, USA, Ljubljana, Slovenia, and Sydney, Australia, April 30, 2015 – AmpliPhi BioSciences Corporation (OTCQB: APHB), a global leader in developing bacteriophage-based antibacterial therapies to treat drug resistant infections, today announced that Scott Salka has been appointed as the new CEO. Mr. Salka will replace Interim CEO and Chairman of AmpliPhi, Jeremy Curnock Cook, effective May 18. Mr. Curnock Cook will remain in his role as Chairman.

“Mr. Salka’s leadership will enable AmpliPhi to execute on its mission to develop innovative therapeutic solutions aimed at the growing problem of combating antibiotic resistant bacterial infections,” said Mr. Curnock Cook. “His extensive experience in building biotech companies with a focus on technology development and discovery will accelerate the progress of our bacteriophage candidates towards the clinic, and his skill set, combined with over 25 years of experience, will further strengthen AmpliPhi’s position in this exciting field.”

Since 2010, Mr. Salka has served as CEO of Aspyrian Therapeutics Inc., a company focused on developing near-infrared photoimmunotherapy (PIT) therapies. Prior to this role, he was the CEO of Ambit Biosciences (acquired by Daiichi Sankyo in 2014). During Mr. Salka’s tenure at Ambit, a company developing treatments for oncology, autoimmune and inflammatory diseases, he was responsible for transforming the company from a service contract business to a fully capable drug discovery and development enterprise. Prior to joining Ambit in 2001, he served as the President and Chief Executive Officer of two privately held genomics companies, Arcaris, Inc. and 454 Corporation (sold to Roche in 2007). He also previously co-founded one of the first commercial genomics companies, Sequana Therapeutics, Inc., a pioneer in the effort to commercialize the international Human Genome Project.

Mr. Salka will be based in San Diego in his role as CEO. He is currently a board member and professor of entrepreneurship at San Diego State University College of Business Administration, and will continue to serve as a board member of Aspyrian Therapeutics Inc. He also previously served as a director and chairman of the audit committee for Sorrento Therapeutics. Mr. Salka received his M.B.A. from Carnegie Mellon University and his B.S. in finance from San Diego State University.

“I am excited to have been selected as CEO of AmpliPhi at this important time in the company’s history,” noted Mr. Salka. “With a strong proprietary technology platform, first-in-class cGMP manufacturing capabilities and excellent lead pipeline candidates for addressing a major global health problem, AmpliPhi is strongly positioned to bring new therapies for treating deadly bacterial infections to market. I am eager to join the executive leadership team during what will surely be a critical growth period for not only the company but also the industry.”

AmpliPhi is advancing three pre-clinical programs in methicillin-resistant Staphylococcus aureus (MRSA), Pseudomonas aeruginosa infections in Cystic Fibrosis and Clostridium difficile.

About AmpliPhi BioSciences

AmpliPhi BioSciences Corporation (OTCQB: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.

For more information, visit www.ampliphibio.com.

	AmpliPhi Biosciences Corporation  4870 Sadler Road Glen Allen, Virginia 23060
Press Release

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, including infections in biofilms and infections that do not respond to antibiotics, 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 the Company will not be able to commence clinical trials or complete IND-enabling studies as expected, that the clinical trials will not be successful, that further development of the Company’s products 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, 2014, as amended, filed with the Securities and Exchange Commission (SEC) on April 15, 2015.

For more information regarding AmpliPhi please contact:

For further information please contact
Company and Investor relations:	Media relations (USA)	Media Relations (ROW)
Baxter Phillips III Chief Business Officer +1-804-754-5442 bfp@ampliphibio.com	Danielle Lewis/Fern Lazar Lazar Partners + 1 212-867-1762 ampliphi@lazarpartners.com	Gemma Howe/Sue Charles Instinctif Partners +44 (0)20 7457 2020 ampliphi@instinctif.com