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): January 1, 2018
ONCOMED PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35993 | 38-3572512 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
800 Chesapeake Drive
Redwood City, California 94063
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (650) 995-8200
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☒
Item 2.02. | Results of Operations and Financial Condition. |
On January 4, 2018, OncoMed Pharmaceuticals, Inc. (the Company) announced selected financial data as of December 31, 2017. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is located on the Companys website at www.oncomed.com under Investors Press Releases.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) 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 incorporated by reference under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered filed or incorporated by reference therein.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 1, 2018, Paul J. Hastings informed the Board of Directors (the Board) of the Company of his decision to resign, effective immediately, as a member and Chairman of the Board and as the Companys President and Chief Executive Officer due to personal reasons. Mr. Hastings resignation was not due to a disagreement with the Company on any matter relating to the Companys operations, policies or practices. The Board had previously formed a Special Committee of the Board (the Special Committee) to work with the Office of the President established when Mr. Hastings commenced a medical leave of absence. The Special Committee will continue to oversee the Office of the President and the search for, and transition to, a new President and Chief Executive Officer. The Office of the President, comprised of John Lewicki, Ph.D., the Companys Executive Vice President, Research and Development, and Sunil Patel, the Companys Executive Vice President and Chief Financial Officer, will continue to provide overall leadership of the Company under the oversight of the Special Committee until a new President and Chief Executive Officer is appointed. Following Mr. Hastings resignation, on January 3, 2018, the Board decreased the authorized number of directors on the Board from nine to eight directors, thereby eliminating the vacancy left as a result of Mr. Hastings resignation. In addition, the Board appointed Perry Karsen as Chairman of the Board, effective immediately. As a result of Mr. Karsens appointment as Chairman of the Board, the Board also determined that Jack W. Lasersohn would no longer serve as Lead Director of the Board, effective immediately. Mr. Lasersohn will continue to serve as a member of the Board.
In connection with Mr. Hastings resignation, Mr. Hastings and the Company entered into a letter agreement (the Agreement), dated as of January 1, 2018 (the Resignation Date). The Agreement provides for, among other things, (i) continued payment of Mr. Hastings base salary through December 31, 2018 at the rate in effect as of immediately prior to the Resignation Date, (ii) up to 12 months of continued health care coverage for himself and his covered dependents under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (iii) $303,119.85, which represents Mr. Hastings target bonus for fiscal year 2018, less required withholding taxes, and (iv) accelerated vesting of the portion of Mr. Hastings outstanding stock options and restricted stock units that would have otherwise vested through December 31, 2018 had Mr. Hastings employment continued. In addition, each vested stock option held by Mr. Hastings (after giving effect to vesting acceleration pursuant to the Agreement) will remain exercisable until the earlier of the original expiration date of such stock option or December 31, 2018.
Pursuant to the terms of the Agreement, Mr. Hastings has provided the Company with a general release of claims against the Company.
The foregoing is only a summary of the material terms of the Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Agreement, which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press release dated January 4, 2018 entitled OncoMed Provides 2018 Outlook and 2017 Year-End Cash Balance and Announces an Update on the Rosmantuzumab Program |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 4, 2018 | ONCOMED PHARMACEUTICALS, INC. | |||||
By: | /s/ Sunil Patel | |||||
Sunil Patel | ||||||
Executive Vice President & Chief Financial Officer |