dtil-8k_20190923.htm

 

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): September 23, 2019

 

Precision BioSciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-38841

 

20-4206017

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701

(Address of principal executive offices) (Zip Code)

(919) 314-5512

(Registrant’s telephone number, including area code)

N/A

(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:

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.000005 per share

DTIL

The Nasdaq Global Select Market

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.  ☐

 



Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 23, 2019, Precision BioSciences, Inc. (the “Company”) announced that, on August 13, 2019, David Thomson, Ph.D., the Company’s Chief Development Officer, was promoted to Chief Operating Officer.

 

Dr. Thomson, age 59, previously served as our Chief Development Officer since June 2017. From May 2016 until May 2017, prior to joining the Company, Dr. Thomson served as Senior Vice President Research and Nonclinical Development for Shire plc (now part of Takeda Pharmaceutical Company Limited), a biopharmaceutical company where he was responsible for the strategy and operational direction of the Global Research and Nonclinical Development Organization, including transitioning programs from research into clinical development and support of programs through commercialization. From February 2015 to May 2016, Dr. Thomson served as Senior Vice President and Global Head, Research and Development Operations for Shire plc and, from May 2014 to January 2015, Dr. Thomson served as the Director of the Biomanufacturing Research Institute and Technology Enterprise and a Professor in the Department of Pharmaceutical Sciences of North Carolina Central University. From September 2012 to April 2014, Dr. Thomson served as Vice President, Shire Human Genetic Therapies and, later, as Senior Vice President, Global Head of Research and Nonclinical Development for Shire plc. He received a B.Sc. in chemistry from the University of Strathclyde and a Ph.D. in organic chemistry from the University of Toronto, and he completed post-doctoral work at Yale University.

In connection with Dr. Thomson’s promotion to Chief Operating Officer, his annual base salary was increased to $415,000, and his target annual bonus opportunity was increased to 40% of his base salary, in each case, effective August 13, 2019.

 

Item 9.01.Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

Exhibit No.

  

Description

 

 

 

99.1

 

Press Release of Precision BioSciences, Inc., dated September 23, 2019


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.

 

 

 

 

 

 

 

 

 

 

 

 

PRECISION BIOSCIENCES, INC.

 

 

 

 

Date: September 23, 2019

 

 

 

By:

 

/s/ Dario Scimeca

 

 

 

 

 

 

Dario Scimeca

 

 

 

 

 

 

General Counsel

 

dtil-ex991_6.htm

Exhibit 99.1

 

Precision BioSciences Appoints
David Thomson, PhD, as Chief Operating Officer

 

Durham, N.C., Sept. 23, 2019 – Precision BioSciences, Inc. (Nasdaq: DTIL), a genome editing company dedicated to improving life through the application of its pioneering, proprietary ARCUS® platform, announced today that David Thomson, PhD, has been appointed to the position of Chief Operating Officer. Dr. Thomson has served as Precision’s Chief Development Officer since 2017.

 

“David has made a dramatic impact since joining Precision over two years ago, and I am delighted that he is taking on these new responsibilities at a critical time when we believe our pace of growth is accelerating, and our CAR T cancer immunotherapy, in vivo gene correction and food portfolios are progressing at pace,” commented Matt Kane, Chief Executive Officer and Co-Founder of Precision BioSciences. “Under David’s leadership as Chief Development Officer, we have achieved numerous significant milestones, including successfully advancing our first off-the-shelf CAR T therapy candidate PBCAR0191 into the clinic and receiving FDA clearance to begin clinical trials with our second, PBCAR20A. He has been central to the ongoing momentum in our preclinical activities in both CAR T and in vivo gene correction, and was instrumental to Precision opening the Manufacturing Center for Advanced Therapeutics (MCAT) earlier this year, believed to be the first in-house cGMP compliant manufacturing facility dedicated to genome edited, off-the-shelf CAR T cell therapy product candidates in the United States. We expect this pace of progress to only accelerate – as Chief Operating Officer, David will spearhead operational excellence across all of Precision’s activities and ensure that, even as our portfolio expands, we continue to deliver on the enormous potential of our unique programs to address the core challenges of human health.”

 

“As Chief Development Officer, I have had the privilege of leading a team that has translated the potential of our innovative ARCUS® editing platform into preclinical success, and delivered therapeutic candidates into the clinic that have truly life-changing potential for patients,” commented Dr. Thomson. “Precision is entering a new and tremendously exciting period of growth, and we expect to soon have multiple allogeneic CAR T therapy candidates in ongoing clinical trials, an accelerating portfolio of in vivo gene correction programs, and growing momentum at our Elo Life Systems food-focused subsidiary. I am honored to become Precision’s Chief Operating Officer and look forward to applying my operational leadership experience to advance Precision’s unique and innovative therapeutic and food product candidates through development and into commercialization.”

 

In his role as Chief Development Officer, Dr. Thomson has been responsible for shaping and executing Precision’s preclinical, clinical and manufacturing strategy. He successfully led preclinical development, manufacturing process optimization and investigational new drug (IND) application approvals for Precision’s first two allogeneic CAR T therapy candidates, PCAR0191 and PBCAR20A, oversaw dosing of the first patient in the company’s first clinical trial, led the opening of MCAT, and advanced multiple preclinical programs. Prior to joining Precision, Dr. Thomson most recently served as Senior Vice President, Research and Nonclinical Development for Shire Plc (Shire), where he was responsible for the strategy and operational direction of the Global Research and Nonclinical Development Organization, including transitioning programs from research into clinical development and supporting programs through commercialization. Earlier in his career he served as Senior Vice President and Global Head, Research and Development Operations for Shire. He received a BSc in chemistry from the University of Strathclyde, a PhD in organic chemistry from the University of Toronto and completed post-doctoral work at Yale University.

 


About Precision BioSciences

Precision BioSciences is dedicated to improving life (DTIL) through its proprietary genome editing platform, “ARCUS®.” Precision leverages ARCUS® in the development of its product candidates, which are designed to treat human diseases and create healthy and sustainable food and agriculture solutions. Precision is actively developing product candidates in three innovative areas: allogeneic CAR T immunotherapy, in vivo gene correction, and food. For more information regarding Precision, please visit www.precisionbiosciences.com.

Forward-Looking Statements

Information contained in or accessible through this press release contains forward-looking statements. All statements other than statements of present and historical facts contained in this prospectus, including without limitation, statements regarding our growth pace and the progression of our prospective portfolios and product candidates, the timing of planned and clinical trials and likelihood of success, as well as plans and objectives of management for future operations, may be forward-looking statements. Without limiting the foregoing, the words “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “target,” “may,” “will,” “would,” “potential,” the negative thereof and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements reflect various assumptions of Precision’s management that may or may not prove to be correct. No forward-looking statement is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.

 

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, our ability to become profitable; our ability to procure sufficient funding; our limited operating history; our ability to identify, develop and commercialize our product candidates; our dependence on our ARCUS technology; the initiation, cost, timing, progress and results of research and development activities, preclinical or greenhouse studies and clinical or field trials; our or our collaborators’ ability to identify, develop and commercialize product candidates; our or our collaborators’ ability to advance product candidates into, and successfully complete, clinical or field trials; our or our collaborators’ ability to obtain and maintain regulatory approval of future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate; the regulatory landscape that will apply to our and our collaborators’ development of product candidates; our ability to achieve our anticipated operating efficiencies as we commence manufacturing operations at our new facility; our ability to obtain and maintain intellectual property protection for our technology and any of our product candidates; the potential for off-target editing or other adverse events, undesirable side effects or unexpected characteristics associated with any of our product candidates; the success of our existing collaboration agreements; our ability to enter into new collaboration arrangements; public perception about genome editing technology and its applications; competition in the genome editing, biopharmaceutical, biotechnology and agricultural biotechnology fields; potential manufacturing problems associated with any of our product candidates; potential liability lawsuits and penalties related to our technology, our product candidates and our current and future relationships with third parties; and other important factors discussed under the caption “Risk Factors” in our quarterly report on Form 10-Q filed with the SEC on August 14, 2019, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

 

 


All forward-looking statements speak only as of the date of this press release, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

Investor Contact:
Jason Wong
Blueprint Life Science Group
Tel. (415) 375-3340 Ext. 4
jwong@bplifescience.com

 

Media Contact:
Michael Lampe

Scient PR

Tel. (484) 575-5040 

michael@scientpr.com