Form 8-K ChemoCentryx, Inc. For: Jul 28

 

 

UNITED STATES

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): July 28, 2015

 

 

CHEMOCENTRYX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-35420		94-3254365
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

850 Maude Avenue, Mountain View, CA		94043
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 210-2900

                                                                                                          
(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))

 

 

 

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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.

Effective as of July 28, 2015, upon the recommendation of the Nominating and Corporate Governance Committee, and pursuant to the bylaws of ChemoCentryx, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Thomas A. Edwards, JD, age 56, to fill a vacancy on the Board. Mr. Edwards was appointed as a Class III director, with an initial term expiring at the 2017 annual meeting of stockholders of the Company. Mr. Edwards has also been appointed to the Nominating and Corporate Governance Committee of the Board effective July 28, 2015.

Until his retirement in March 2014, Mr. Edwards practiced law with Latham & Watkins, LLP, an international law firm, since 1983, having become partner in January 1991. His practice focused on general corporate and securities law, and in capital financings, acquisitions, divestitures and spin-offs of companies and partnerships. Mr. Edwards earned his bachelor’s degree from Harvard College and his law degree from Harvard Law School.

Mr. Edwards will participate in the Company’s non-employee director compensation program and will receive an annual retainer of $42,500 for his service on the Board. Mr. Edwards will also be granted a restricted stock unit award of 21,301 shares of common stock of the Company which will vest in three equal installments over the three-year period following the date of grant, subject to Mr. Edwards’s continuing service on our Board of Directors on those dates. In addition, on the date of each annual meeting of stockholders of the Company, Mr. Edwards will be eligible to receive a restricted stock unit award having a fair market value of $90,000 on the date of each annual meeting of stockholders of the Company, vesting in full on the one year anniversary of the grant. The non-employee director compensation program is described in further detail in the Company’s Definitive Proxy Statement for its 2015 annual meeting of stockholders filed with the Securities and Exchange Commission on April 9, 2015. Mr. Edwards will enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1, initially filed with the SEC on October 14, 2011.

There are no arrangements or understandings between Mr. Edwards and any other persons pursuant to which he was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Mr. Edwards and the Company. The Board has determined that Mr. Edwards meets the applicable independence requirements of The NASDAQ Stock Market LLC.

In addition, on July 28, 2015, Ira Klein, MD, MBA, FACP resigned from the Board of Directors of the Company. Dr. Klein’s decision to resign from the Board did not result from any disagreement with the Company concerning any matter relating to its operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On July 30, 2015, the Company issued a press release announcing Mr. Edwards’ appointment and Dr. Klein’s resignation. A copy of the press release is being furnished as Exhibit 99.1 to this report.

The information contained in this Item 7.01, including the exhibit referenced herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

 

Exhibit Number		Description
99.1		Press release issued by ChemoCentryx, Inc., dated July 30, 2015.

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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 hereunto duly authorized.

 

				CHEMOCENTRYX, INC.
Date: July 30, 2015
				By:		/s/ Susan M. Kanaya
				Name:		Susan M. Kanaya
				Title:		Senior Vice President, Finance, Chief Financial Officer and Secretary

Exhibit 99.1

 

 

Contacts:
Susan M. Kanaya		Media:
Senior Vice President, Finance and		Denise Powell
Chief Financial Officer or		510.703.9491
Markus J. Cappel, Ph.D.		[email protected]
Chief Business Officer
650.210.2900		Investors:
[email protected]		Kimberly Minarovich
		Burns McClellan
		212.213.0006
		[email protected]

ChemoCentryx Announces Changes to its Board of Directors

- Company announces appointment of

Thomas A. Edwards and resignation of Ira Klein, M.D. -

MOUNTAIN VIEW, Calif., July 30, 2015 (GLOBE NEWSWIRE) – ChemoCentryx, Inc., (Nasdaq: CCXI), a clinical-stage biopharmaceutical company focused on autoimmune diseases, inflammatory disorders and cancer, today announced that effective July 28, 2015, Thomas A. Edwards, retired partner of Latham & Watkins, LLP, has been appointed to the Company’s Board of Directors. Mr. Edwards will serve as a Class III director until the 2017 annual stockholder’s meeting. The Company also announced that effective as of the same date, Ira Klein, MD, MBA, FACP resigned from the Company’s Board of Directors.

Thomas Edwards has more than three decades of legal experience in the life sciences industry. Prior to his retirement from Latham & Watkins in 2014, Mr. Edwards supported dozens of biopharmaceutical companies in their general legal efforts, capital financings, acquisitions, partnerships and numerous other strategic business and legal initiatives. Mr. Edwards brings significant strategic leadership and experienced, high-level counsel to ChemoCentryx as the Company advances its broad proprietary pipeline of chemoattractant drug candidates through research and development.

“We are honored to have Tom join our Board of Directors. He is a trusted executive who has a successful track record in advising biopharmaceutical companies in various stages of clinical development, including ones like ChemoCentryx, who are dedicated to developing and commercializing innovative products that deliver value to the medical and investor community,” said Thomas J. Schall, Ph.D., President and Chief Executive Officer, ChemoCentryx. “We look forward to the perspectives Tom will bring to our strategic and operational efforts.”

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Mr. Edwards was admitted to practice in the Bar of California and was also a member of the American, California, and San Diego Bar Associations. Mr. Edwards earned his bachelor’s degree from Harvard College and his law degree from Harvard Law School.

“We feel extremely fortunate to have had the benefit of Ira’s counsel and deep insights, in particular, those from a payer’s perspective,” said Thomas J. Schall, Ph.D., President and Chief Executive Officer of ChemoCentryx. “We have benefited from and appreciate his tireless efforts and wish him all the very best as he ventures into the next chapter of his successful career.”

About ChemoCentryx

ChemoCentryx, Inc. is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing orally-administered therapeutics that target the chemokine and chemoattractant systems in order to treat autoimmune diseases, inflammatory disorders and cancer. The chemokine system is a biological network that regulates inflammation via a collection of secreted chemokine molecules, or ligands, and their specific cell surface receptors. Based on its proprietary drug discovery and drug development platform, ChemoCentryx has generated multiple clinical and preclinical-stage programs, each targeting distinct chemokine and chemoattractant receptors with different small molecule compounds. CCX140, a CCR2 inhibitor, successfully completed a Phase II clinical trial where it was shown to be safe and well tolerated while demonstrating statistically significant improvements in kidney function in patients with diabetic nephropathy. CCX168, a C5aR inhibitor, is in Phase II development for the treatment of anti-neutrophil cytoplasmic antibody-associated vasculitis (AAV). CCX168 appears to be safe, well tolerated and successful in allowing both reduction and elimination of high-dose corticosteroids, part of standard of care for AAV patients, without compromising efficacy or safety during a 12-week treatment period. CCX168 is also in Phase II pilot studies for the treatment of atypical Hemolytic Uremic Syndrome (aHUS) and Immunoglobulin A nephropathy, or IgA nephropathy (IgAN). CCX872, a second CCR2 inhibitor, successfully completed Phase I development and is in development for the treatment of non-resectable pancreatic cancer. Vercirnon (also known as Traficet-EN or CCX282) is a specific CCR9 inhibitor for the treatment of inflammatory bowel disease. Other clinical programs include CCX507, a next generation CCR9 inhibitor, which has successfully completed Phase I development and CCX354, a CCR1 inhibitor which successfully completed a Phase II clinical trial for the treatment of rheumatoid arthritis. ChemoCentryx also has several programs in advanced preclinical development.

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ChemoCentryx Forward-Looking Statements

ChemoCentryx cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “potential” or “continue” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. These statements include statements regarding its expectations as to the impact of Mr. Edwards’ appointment on the Company’s strategic and operational efforts. The inclusion of forward-looking statements should not be regarded as a representation by ChemoCentryx that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties inherent in the ChemoCentryx business and other risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”). Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and ChemoCentryx undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. Further information regarding these and other risks is included under the heading “Risk Factors” in ChemoCentryx’s periodic reports filed with the SEC, including ChemoCentryx’s Annual Report on Form 10-K filed with the SEC March 13, 2015 and its other reports which are available from the SEC’s website (www.sec.gov) and on ChemoCentryx’s website (www.chemocentryx.com) under the heading “Investors.” All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Source: ChemoCentryx (CCXI-G)

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