UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 26, 2015
ONCOTHYREON INC.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-33882 |
|
26-0868560 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
(206) 801-2100
(Registrants 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 (see General Instruction A.2. below):
¨ |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2015, the Board of Directors (the Board) of
Oncothyreon Inc. (the Company) appointed Steven P. James to the Board as a Class II director, effective February 26, 2015. The Board also appointed Mr. James to the Audit Committee of the Board, effective as of
February 26, 2015.
There is no arrangement or understanding with any person pursuant to which Mr. James was appointed as a
member of the Board. There are also no family relationships between Mr. James and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
In accordance with the Companys existing compensation policy with respect to annual cash fees
for non-employee directors, Mr. James will receive an annual cash fee of $50,000, which will be prorated during 2015. In addition, the Board granted Mr. James a restricted share unit award pursuant to the terms of the Companys
Amended and Restated Restricted Share Unit Plan equal to the greater of (i) 7,500 restricted share units and (ii) $50,000 divided by the closing price of the Companys common stock on The NASDAQ Global Market on the effective date of
the grant, which will be the later of the second trading day following the Companys public disclosure of its financial results for the quarter and year ended December 31, 2014 or the first trading date on which the Companys trading
window under its insider trading policy is open. The restricted stock units will vest on the second anniversary of the date of grant. The Company also intends to enter into its standard form of indemnification agreement with Mr. James. A form
of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Companys Registration Statement on Form S-4 (File No. 333-145995), originally filed with the Securities and Exchange Commission on
September 12, 2007, as subsequently amended.
A copy of the press release announcing Mr. James appointment to the Board is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
|
|
Exhibit
Number |
|
Description |
|
|
99.1 |
|
Press Release issued by Oncothyreon Inc. dated March 3, 2015. |
2
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.
|
|
|
ONCOTHYREON INC. |
|
|
By: |
|
/s/ Robert L. Kirkman |
|
|
Robert L. Kirkman |
|
|
President & Chief Executive Officer |
Date: March 3, 2015
3
EXHIBIT INDEX
|
|
|
Exhibit
Number |
|
Description |
|
|
99.1 |
|
Press Release issued by Oncothyreon Inc. dated March 3, 2015. |
4
Exhibit 99.1
Oncothyreon Announces Appointment of Steven P. James to
Board of Directors
SEATTLE, WASHINGTON,
March 3, 2015 (GLOBE NEWSWIRE) - Oncothyreon Inc. (NASDAQ: ONTY) today announced the appointment of Steven P. James to its board of directors.
We are pleased to welcome Steve, with his extensive experience in the leadership of development stage biotechnology companies and business development,
to our board of directors, said Robert L. Kirkman, M.D., President and Chief Executive Officer of Oncothyreon.
Mr. James served as President
and Chief Executive Officer of Labrys Biologics, Inc., from December 2012 until its acquisition by Teva Pharmaceuticals in July 2014. He was President and Chief Executive Officer of KAI Pharmaceuticals, Inc., from October 2004 until its acquisition
by Amgen in July 2012. He was Senior Vice President, Commercial Operations, at Exelixis, Inc., from 2003 until 2004. Previously he held senior business roles at Sunesis Pharmaceuticals, Inc., and Isis Pharmaceuticals, Inc. He began his career in new
product planning at Eli Lilly and Company. Mr. James is also a member of the board of directors of Ocera Therapeutics, Inc., and Chrono Therapeutics. Mr. James earned a Bachelor of Arts degree in biology from Brown University and a Masters
in Management degree from the Kellogg Graduate School of Management at Northwestern University.
I am delighted to join Oncothyreons board of
directors at a time of significant potential growth for the company, said Mr. James. The initial data for ONT-380 in HER2-positive breast cancer are encouraging and supportive of its further development. In addition, the protocell
technology has the potential to create both exciting new product candidates for Oncothyreon and meaningful business development opportunities.
About Oncothyreon
Oncothyreon is a clinical-stage
biopharmaceutical company specializing in the development of innovative therapeutic products for the treatment of cancer. Our goal is to discover, develop and commercialize novel compounds that have the potential to improve the lives and outcomes of
cancer patients. Our current clinical-stage product candidates include ONT-380, an orally active
1
and selective small molecule HER2 inhibitor, and ONT-10, a therapeutic vaccine targeting MUC1. We are developing preclinical product candidates in oncology, and potentially certain rare diseases,
using our protocell technology. For more information, visit www.oncothyreon.com.
Additional Information
Additional information relating to Oncothyreon can be found on EDGAR at www.sec.gov and on SEDAR at www.sedar.com.
Investor and Media Relations Contact:
Julie Rathbun
Rathbun Communications
206-769-9219
ir@oncothyreon.com
2
Cascadian Therapeutics, Inc. (NASDAQ:CASC)
Historical Stock Chart
From Apr 2024 to May 2024
Cascadian Therapeutics, Inc. (NASDAQ:CASC)
Historical Stock Chart
From May 2023 to May 2024