Current Report Filing (8-k)
25 October 2022 - 12:15AM
Edgar (US Regulatory)
0001708527 false 0001708527 2022-10-20
2022-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 20, 2022
AZIYO BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
12510 Prosperity Drive,
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, include area code)
(Former name or former address, if changed since last
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:
pursuant to Rule 425 under the Securities Act (17 CFR
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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
each exchange on which
Class A Common Stock, $0.001 par value per share
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.
||Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2022, the Board of Directors (the “Board”) of Aziyo
Biologics, Inc. (the “Company”) increased the size of the Board
from a total of five to six directors and appointed David Colpman
to the Board, effective immediately. Mr. Colpman will serve as a
Class III director for a term expiring at the Company’s annual
meeting of stockholders to be held in 2023 and until his successor
is duly elected and qualified or until his earlier death,
resignation or removal. Mr. Colpman was also appointed to the audit
committee of the Board, effective immediately.
Mr. Colpman was the managing partner of Colpman Consulting Ltd., a
business development consultancy, from July 2014 to March 2020.
Prior to this, Mr. Colpman was a senior vice president at
Shire Plc from 1999 to 2014. Prior to Shire Plc, Mr. Colpman
had senior roles in business development at Novo Nordisk A/S, Glaxo
Wellcome Plc and Boots Pharmaceuticals Ltd. Mr. Colpman currently
serves on the board of OakHill Bio, a private clinical-stage
neonatology and rare disease therapeutics company. In addition, he
is currently an advisor to HighCape Capital, an affiliate of
HighCape Partners, which is an investment fund and a controlling
stockholder of the Company. Mr. Colpman received a B.Sc. from
Portsmouth University in the field of pharmacy.
The Board has determined that Mr. Colpman qualifies as independent
under the rules and regulations of the Nasdaq Stock Market LLC
(“Nasdaq”) and the Securities and Exchange Commission rules
regarding audit committee membership.
As previously disclosed, in connection with C. Randal Mills,
Ph.D.’s appointment as Interim President and Chief Executive
Officer, Dr. Mills ceased serving as a member of the Company’s
Audit Committee and, on June 21, 2022, the Company notified
Nasdaq regarding its noncompliance with Nasdaq Listing Rule
5605(c)(2) (“Rule 5605(c)(2)”), which requires, among other things,
that the audit committee be comprised of a minimum of three
directors who meet the applicable independence requirements under
the Nasdaq rules. Effective as of Mr. Colpman’s appointment to the
Audit Committee, the Company has regained compliance with Rule
In connection with his service as a non-employee director, Mr.
Colpman is eligible to participate in the Company’s Non-Employee
Director Compensation Policy and will receive compensation as
described in such policy, which is filed as Exhibit 10.3 to the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
Mr. Colpman is expected to enter into the Company’s standard
indemnification agreement for directors and officers.
The Company issued a press release to announce the appointment of
Mr. Colpman. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated in this
Item 7.01 by reference.
The information in this Item 7.01 (including Exhibit 99.1) of this
Form 8-K is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section, nor shall it be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
||Financial Statements and Exhibits.
||Cover Page Interactive Data File
(formatted as Inline XBRL document)
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.
||AZIYO BIOLOGICS, INC.
|Date: October 24,
/s/ Matthew Ferguson
||Chief Financial Officer
Aziyo Biologics (NASDAQ:AZYO)
Historical Stock Chart
From Apr 2023 to May 2023
Aziyo Biologics (NASDAQ:AZYO)
Historical Stock Chart
From May 2022 to May 2023