UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Directors
On March 16, 2021, David Goel and Eric Dobmeier submitted their resignations to the Board of Directors (the “Board”) of Adaptive Biotechnologies Corporation (the “Company”), effective March 17, 2021. Messrs. Goel and Dobmeier each stated that they do not have any disagreement with the Company, its management, the Board or any committee of the Board on any matter.
Election of Directors
On March 17, 2021, the Board, acting upon the recommendation of its Nominating and Corporate Governance Committee, appointed Leslie Trigg and Dr. Katey Einterz Owen as directors of the Company, to fill the vacancies created by the departures of Messrs. Goel and Dobmeier. Ms. Trigg will serve as a Class II director for a term expiring at the Company’s 2021 annual meeting of shareholders or upon her earlier death, resignation or removal. The Board also appointed Ms. Trigg to serve as a member of the Board’s Audit Committee. Dr. Owen will serve as a Class I director for a term expiring at the Company’s 2023 annual meeting of shareholders or upon her earlier death, resignation or removal.
Both Ms. Trigg and Dr. Owen will receive compensation for their service as members of the Board consistent with that received by the Company’s other non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy filed Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
The Board has affirmatively determined that each of Ms. Trigg and Dr. Owen are independent in accordance with applicable NASDAQ listing rules and have no material direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Both Ms. Trigg and Dr. Owen will enter into the Company’s standard form of indemnification agreement with the Company, which will provide indemnification protection for each of them in connection with their service as a member of the Board. In addition, both Ms. Trigg and Dr. Owen will enter into the Company’s standard form of change in control agreement with the Company, which will provide for acceleration of all equity compensation awards under the 2019 Equity Incentive Plan in the event of a change of control.
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Item 7.01 |
Regulation FD Disclosure. |
On March 17, 2021, the Company issued a press release announcing the foregoing appointments. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description of Exhibits |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 thereunto duly authorized.
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Adaptive Biotechnologies Corporation |
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Date: March 17, 2021 |
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By: |
/s/ Chad Cohen |
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Chad Cohen |
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Chief Financial Officer |
EXHIBIT 99.1
Adaptive Biotechnologies Strengthens Expertise and Diversity of Board of Directors with Appointments of Leslie Trigg and Katey Owen
SEATTLE, March 17, 2021 – Adaptive Biotechnologies Corporation (Nasdaq: ADPT), a commercial stage biotechnology company that aims to translate the genetics of the adaptive immune system into clinical products to diagnose and treat disease, today announced the appointments of Leslie Trigg and Katey Owen, Ph.D. to its Board of Directors effective immediately. The collective commercial and scientific expertise of these industry leaders will strengthen Adaptive’s ability to execute against its open-ended growth story. The company also announced that Eric Dobmeier and David Goel will retire from the Board after long-standing tenures.
“I am excited to welcome Leslie and Katey to our Board during this pivotal period of commercial expansion and scientific innovation. Diversity of thought, perspectives, and experience is essential as we seek to transform clinical care in many diagnostic and therapeutic areas,” said Chad Robins, chief executive officer of Adaptive Biotechnologies. “I’d like to thank Eric and David for the invaluable roles they played to help position Adaptive as a leader in immune medicine, as well as their guidance during the transition from a private to public company.”
Leslie’s expertise will be instrumental in the commercial adoption of Adaptive’s products into the clinical setting. She has served as Chief Executive Officer of Outset Medical since 2014, where she has pioneered disruptive technology transformation in the kidney dialysis space. With rapidly growing revenue across several market segments, Outset completed a successful public offering in 2020. Prior to Outset Medical, Leslie held executive commercial strategy roles at numerous med tech companies that went public or were acquired, including Pro-Duct Health, FoxHollow, AccessClosure, and Lutonix. She received her undergraduate degree from Northwestern University and her MBA from the Haas School of Business, UC Berkeley.
Katey’s expertise in developing late-stage biologics and vaccines at the Gates Foundation and Merck will help guide Adaptive’s expansion into new therapeutic areas. As Director at the Bill & Melinda Gates Foundation, Dr. Owen has end-to-end responsibility for investments in diseases that impact a billion people on the planet. She also facilitates regular interaction between Bill Gates and the CEOs of pharmaceutical organizations to achieve global health goals. Prior to joining the pharmaceutical industry, she carried out academic research on influenza at the National Institute for Medical Research in Mill Hill, London. She earned her Ph.D. in molecular virology from Purdue University.
About Adaptive Biotechnologies
Adaptive Biotechnologies is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and
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translates the massive genetics of the adaptive immune system with scale, precision and speed to develop products in life sciences research, clinical diagnostics and drug discovery. We have three commercial products and a robust clinical pipeline to diagnose, monitor and enable the treatment of diseases such as cancer, autoimmune conditions and infectious diseases. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient. For more information, please visit adaptivebiotech.com and follow us on www.twitter.com/adaptivebiotech.
Forward Looking Statements
This press release contains forward-looking statements that are based on management's beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts and other matters regarding our business strategies, use of capital, results of operations and financial position and plans and objectives for future operations.
In some cases, you can identify forward-looking statements by the words "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this press release represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.
ADAPTIVE MEDIA:
Beth Keshishian
917-912-7195
media@adaptivebiotech.com
ADAPTIVE INVESTORS:
Karina Calzadilla
201-396-1687
Carrie Mendivil, Gilmartin Group
investors@adaptivebiotech.com