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): June
9, 2014
Asterias
Biotherapeutics, Inc.
(Exact name of registrant as
specified in its charter)
Delaware |
000-55046 |
46-1047971 |
(State or other jurisdiction of incorporation) |
(Commission File Number)
|
(IRS Employer Identification No.)
|
230 Constitution Drive
Menlo
Park, California 94025
(Address
of principal executive offices)
(510) 521-3390
(Registrant's telephone number,
including area code)
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))
Forward-Looking Statements
Any statements that are not historical fact (including, but not limited to statements that contain words such as “may, “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in periodic reports filed by Asterias Biotherapeutics, Inc. with the Securities and Exchange Commission under the heading “Risk Factors” and other filings that Asterias may make with the Securities and Exchange Commission. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, Asterias disclaims any intent or obligation to update these forward-looking statements.
Section 1 - Registrant’s Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement.
The information pertaining to the employment agreement of our new President and Chief Executive Officer Pedro Lichtinger set forth in Item 5.02 of this Report is incorporated into this Item 1.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities
On June 9, 2014 we granted Pedro Lichtinger options to purchase 1,000,000 shares of our Series B Common Stock at an exercise price of $2.34 per share, and 200,000 shares of our Series B Common Stock as “restricted stock” under our Equity Incentive Plan. The options and restricted stock were granted under the Equity Incentive Plan without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration under Section 4(a)(2) thereof and Rule 506 thereunder.
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New President and Chief Executive Officer
On June 9, 2014, our Board of Directors appointed Pedro Lichtinger as President and Chief Executive Officer. Mr. Lichtinger will succeed Dr. Michael D. West who had served as our interim President and Chief Executive Officer since April 10 of this year. Dr. West will resume his previous position as our Vice President of Technology Integration and will continue to serve as BioTime’s President and Chief Executive Officer.
Mr. Lichtinger, 59, served as President, Chief Executive Officer, and a director of Optimer Pharmaceuticals, Inc., from May 2010 to February 2013. Mr. Lichtinger previously served as an executive of Pfizer, Inc. from 1995 to 2009, including as President of Pfizer's Global Primary Care Unit from 2008 to 2009, Area President, Europe from 2006 to 2008, President, Global Animal Health from 1999 to 2006, and Regional President Europe Animal Health from 1995 to 1999. Before joining Pfizer, Mr. Lichtinger was an executive of Smith Kline Beecham, last serving as Senior Vice-President Europe Animal Health from 1987 to 1995. Mr. Lichtinger serves as a director of BioTime, Inc. and previously served as a director of Optimer Pharmaceuticals, Inc. Mr. Lichtinger holds an MBA degree from the Wharton School of Business and an Engineering degree from the National University of Mexico.
Our Board of Directors has nominated Mr. Lichtinger to serve on our Board of Directors commencing with our annual meeting of stockholders to be held in July 2014.
We have entered into an employment agreement with Mr. Lichtinger providing him with a base salary of $400,000 per year. Mr. Lichtinger was granted options under our Equity Incentive Plan to purchase 1,000,000 shares of our Series B common stock. The options granted have an exercise price of $2.34 per share, which is based on the fair market value of our Series B common stock as determined by our Board of Directors, and will vest, and thereby become exercisable, in 48 equal monthly installments based upon Mr. Lichtinger’s continued employment, and will expire if not exercised in seven years from the date of grant. In addition, Mr. Lichtinger will receive 200,000 shares of “Restricted Stock” under our Equity Incentive Plan which will be subject to restrictions on transfer and to forfeiture until the shares vest. The Restricted Stock will vest at the rate of 16,667 shares per month while Mr. Lichtinger remains employed by us. Mr. Lichtinger may receive salary increases, bonuses, and additional awards of stock options and Restricted Stock approved by the Board of Directors, implementing a compensation philosophy which targets the 50th percentile of a group of comparator companies selected by the Board of Directors or a compensation committee of the Board of Directors, and in the case of bonuses, based on the attainment of goals or milestones set by the Board of Directors or a compensation committee of the Board of Directors.
Mr. Lichtinger’s employment agreement contains provisions entitling him to severance benefits under certain circumstances. If we terminate Mr. Lichtinger’s employment without “cause” or if he resigns for “good reason” as those terms are defined in his employment agreement, he will be entitled to severance benefits. If Mr. Lichtinger has been employed by Asterias for one year or less, his severance benefits will be payment of three months base salary. If he has been employed by us for more than one year, his severance benefits will be payment of six months base salary and 50% of his then unvested Asterias stock options will vest. The cash severance compensation may be paid in a lump sum or, at our election, in installments consistent with the payment of the executive’s salary while employed by us. If Mr. Lichtinger’s employment is terminated without “cause” or if he resigns for “good reason” within twelve months following a “Change of Control,” he will be entitled to twelve months base salary, payable in a lump sum, and 100% of his then unvested Asterias options will vest and the restrictions on 100% of his Restricted Stock will expire. In order to receive the severance benefits, Mr. Lichtinger must execute a general release of all claims against us and must return all our property in his possession.
“Change of Control” means (A) the acquisition of our voting securities
by a person or an Affiliated Group entitling the holder to elect a
majority of our directors; provided, that an increase in the amount of
voting securities held by a person or Affiliated Group who on the date
of the Employment Agreement beneficially owned (as defined in Section
13(d) of the Exchange Act, and the regulations thereunder) more than 10%
of our voting securities shall not constitute a Change of Control; and
provided, further, that an acquisition of voting securities by one or
more persons acting as an underwriter in connection with a sale or
distribution of voting securities shall not constitute a Change of
Control, (B) the sale of all or substantially all of our assets; or (C)
a merger or consolidation in which we merge or consolidate into another
corporation or entity in which our shareholders immediately before the
merger or consolidation do not own, in the aggregate, voting securities
of the surviving corporation or entity (or the ultimate parent of the
surviving corporation or entity) entitling them, in the aggregate (and
without regard to whether they constitute an Affiliated Group) to elect
a majority of the directors or persons holding similar powers of the
surviving corporation or entity (or the ultimate parent of the surviving
corporation or entity). A Change of Control shall not be deemed to have
occurred if all of the persons acquiring our voting securities or
assets, or merging or consolidating with us, are one or more of our
direct or indirect subsidiaries or parent corporations. “Affiliated
Group” means (A) a person and one or more other persons in control of,
controlled by, or under common control with, such person; and (B) two or
more persons who, by written agreement among them, act in concert to
acquire voting securities entitling them to elect a majority of our
directors. “Person” includes both people and entities.
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.
ASTERIAS BIOTHERAPEUTICS, INC. |
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Date: | June 12, 2014 |
By: |
/s/ Robert W. Peabody |
Chief Financial Officer |