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): April 24, 2018
PIERIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 001-37471 | EIN 30-0784346 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
255 State Street, 9th Floor
Boston, MA 02109
United States
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 857-246-8998
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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ý
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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On April 24, 2018, the Board of Directors (the “Board”) of Pieris Pharmaceuticals, Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Ann Barbier, M.D., to the Board to serve as a Class II Director with a term expiring at the Company’s 2019 annual meeting of stockholders. Dr. Barbier is currently the Chief Medical Officer of Translate Bio. Prior to joining Translate Bio, Dr. Barbier was Vice President of Clinical Development, Rare Genetic Diseases, at Agios Pharmaceuticals, where she led the development program of a small molecule in rare benign hematological diseases. Previously, Dr. Barbier spent seven years at Shire, most recently as Global Clinical Development Lead and Senior Medical Director, where she worked on a variety of rare genetic diseases including lysosomal storage diseases and hereditary angioedema. Her prior experience includes positions at Envivo, Johnson & Johnson and Aventis. During her career, Dr. Barbier has made significant contributions to several approved products such as Elaprase® (Hunter syndrome), Aubagio® (multiple sclerosis) and Firazyr® (hereditary angioedema) and has led several investigational new drug applications for new chemical entities. Additionally, she has authored more than 50 peer-reviewed scientific articles, book chapters and invited reviews. Dr. Barbier received her M.D. and Ph.D. in pharmacology from the University of Gent, Belgium, and a Master of Science from the Free University of Brussels, Belgium. She pursued a postdoctoral fellowship at the University of Tennessee in Memphis.
In connection with Dr. Barbier's election to the Board, and pursuant to the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”), the Board granted to Dr. Barbier a non-statutory stock option to purchase up to 30,000 shares of the Company’s common stock. The stock option will have an exercise price per share equal to the closing price of the Company’s common stock on The Nasdaq Capital Market on April 25, 2018. The stock option will vest in equal quarterly installments at the end of each successive fiscal quarter following the date of grant, subject to Dr. Barbier's continued service as a director.
In addition, Dr. Barbier is entitled to receive an annual cash retainer of $35,000 for her service as a non-employee director of the Company pursuant to the Director Compensation Policy. Also in connection with Dr. Barbier's election to the Board, Dr. Barbier and the Company will enter into an indemnification agreement in the form the Company has entered into with certain of its other non-employee directors, which form is filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K (FileNo. 333-190728) filed by the Company on December 18, 2014. Under this agreement, the Company will agree, among other things, to indemnify Dr. Barbier for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as one of the Company’s directors.
There are no arrangements or understandings between Dr. Barbier and any other person pursuant to which Dr. Barbier was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Barbier has a material interest that is required to be disclosed under Item 404(a) of Regulation S-K. Dr. Barbier has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
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.
PIERIS PHARMACEUTICALS, INC. | ||
Dated: April 25, 2018 | /s/ Allan Reine | |
Allan Reine | ||
Chief Financial Officer | ||
Pieris Pharmaceuticals Appoints Ann Barbier, M.D.,
Ph.D., to its Board of Directors
BOSTON, MA -- (Marketwired) – 04/25/2018 -- Pieris Pharmaceuticals, Inc.
(NASDAQ: PIRS), a clinical-stage biotechnology company advancing novel
biotherapeutics through its proprietary Anticalin® technology platform for cancer,
respiratory and other diseases, announced today that Dr. Ann Barbier has joined the
Company’s Board of Directors.
Dr. Barbier is currently the Chief Medical Officer of Translate Bio. Prior to joining
Translate Bio, Dr. Barbier was Vice President of Clinical Development, Rare Genetic
Diseases, at Agios Pharmaceuticals, where she led the development program of a
small molecule in rare benign hematological diseases. Previously, Dr. Barbier spent
seven years at Shire, most recently as Global Clinical Development Lead and Senior
Medical Director, where she worked on a variety of rare genetic diseases including
lysosomal storage diseases and hereditary angioedema. Her prior experience includes
positions at Envivo, Johnson & Johnson and Aventis. During her career, Dr. Barbier
has made significant contributions to several approved products such as Elaprase®
(Hunter syndrome), Aubagio® (multiple sclerosis) and Firazyr® (hereditary
angioedema) and has led several investigational new drug applications for new
chemical entities. Additionally, she has authored more than 50 peer-reviewed scientific
articles, book chapters and invited reviews. Dr. Barbier received her M.D. and Ph.D. in
pharmacology from the University of Gent, Belgium, and a Master of Science from the
Free University of Brussels, Belgium. She pursued a postdoctoral fellowship at the
University of Tennessee in Memphis.
Commenting on the announcement Dr. Barbier stated, "I am thrilled to join the Board
of Directors of Pieris at this exciting time for the Company. Pieris is in the midst of a
rapid phase of growth, including ongoing clinical studies for three of its drug candidates
in trials across the globe. I look forward to working with my fellow Directors and the
Pieris management team to continue to advance the Company’s proprietary and co-
development programs into and through the clinic."
"It's a great pleasure to welcome Ann to the Pieris Board," said Stephen Yoder,
President and CEO of Pieris. “I'm confident Ann’s strong experience in advancing a
wide range of therapeutics through the clinic to regulatory approval will provide
valuable experience to us during this growth stage of the Company."
“Ann’s significant clinical experience in clinical development of drug candidates across
a range of indications will add valuable insight to the Pieris Board as the Company
continues to advance its key therapeutic programs through the clinic,” said James
Geraghty, Chairman of the Board of Directors. “We are very pleased to have a director
of her caliber and experience join the Board and look forward to her insights and
guidance to the Company.”
About Pieris Pharmaceuticals
Pieris is a clinical-stage biotechnology company that discovers and develops
Anticalin protein-based drugs to target validated disease pathways in a unique and
transformative way. Our pipeline includes immuno-oncology multi-specifics tailored for
the tumor microenvironment, an inhaled Anticalin protein to treat uncontrolled asthma
and a half-life-optimized Anticalin protein to treat anemia. Proprietary to Pieris,
Anticalin proteins are a novel class of therapeutics validated in the clinic and by
partnerships with leading pharmaceutical companies. Anticalin® is a registered
trademark of Pieris. For more information, visit www.pieris.com.
Forward Looking Statements
This press release contains forward-looking statements as that term is defined in
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Statements in this press release that are not purely historical
are forward-looking statements. Such forward-looking statements include, among
other things, references to novel technologies and methods and our business and
product development plans, including the advancement of our proprietary and co-
development programs into and through the clinic. Actual results could differ from
those projected in any forward-looking statements due to numerous factors. Such
factors include, among others, our ability to raise the additional funding we will need
to continue to pursue our business and product development plans; the inherent
uncertainties associated with developing new products or technologies and operating
as a development stage company; our ability to develop, complete clinical trials for,
obtain approvals for and commercialize any of our product candidates, including our
ability to recruit and enroll patients in our studies; our ability to address the requests
of the FDA; competition in the industry in which we operate and market conditions.
These forward-looking statements are made as of the date of this press release, and
we assume no obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those projected in the forward-looking
statements, except as required by law. Investors should consult all of the information
set forth herein and should also refer to the risk factor disclosure set forth in the
reports and other documents we file with the SEC available at www.sec.gov,
including without limitation the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2017 and the Company's Quarterly Reports on Form 10-
Q.
Contacts at Pieris:
Company Contact: Investor Relations Contact:
Allan Reine The Trout Group
SVP & Chief Financial Officer Thomas Hoffmann
+1-857-444-4276 +1-646-378-2931
reine@pieris.com thoffmann@troutgroup.com
Media Inquiries:
Trophic Communications
Gretchen Schweitzer
+49-89-238-87730
schweitzer@trophic.eu
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